Common use of Optional Changes in Maximum Purchase Limit Clause in Contracts

Optional Changes in Maximum Purchase Limit. (a) So long as no Potential Termination Event or Termination Event shall have occurred and be continuing, MRFC may reduce the Maximum Purchase Limit permanently; provided that (i) MRFC shall give two Business Days’ prior written notice of any such reduction to the Administrative Agent substantially in the form of Exhibit 2.02(a) (each such notice, a “Commitment Reduction Notice”) and (ii) any partial reduction of the Maximum Purchase Limit shall be in a minimum amount of $5,000,000 and shall be in integral multiples of $500,000. (b) MRFC may at any time on at least 30 days’ prior written notice by MRFC to the Administrative Agent irrevocably terminate the Maximum Purchase Limit; provided that (i) such notice of termination shall be substantially in the form of Exhibit 2.02(b) (the “Commitment Termination Notice”), and (ii) MRFC shall reduce the Capital Investment to zero and make all payments required by Section 2.03(c) at the time and in the manner specified therein. Upon such termination, MRFC’s right to request that any Purchaser make Purchases hereunder shall simultaneously terminate and the Facility Termination Date shall automatically occur. (c) Each written notice required to be delivered pursuant to Sections 2.02(a) and (b) shall be irrevocable and shall be effective (i) on the day of receipt if received by the Administrative Agent not later than 4:00 p.m. (New York time) on any Business Day and (ii) on the immediately succeeding Business Day if received by the Administrative Agent after such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Maximum Purchase Limit. (d) Prior to the Facility Termination Date, MRFC may request up to two times, each by notice to the Administrative Agent and the Purchasers in the form of the Accordion Option Notice attached hereto as Exhibit 2.02(d)-1 (each, an “Accordion Option Notice”), that one or more of the Persons who are Purchasers at such time (each, an “Existing Purchaser”) increase their Commitments by an aggregate amount of not less than $25,000,000 per request or in integral multiples of $1,000,000 above such sum (to result in a Maximum Purchase Limit of no more than $225,000,000 after giving effect to either or both requests). Upon receipt of an Accordion Option Notice, each Existing Purchaser shall have the option, but not the obligation, subject to the terms and conditions set forth in this Section 2.02(d), to increase its Commitment pursuant to this Section 2.02(d) in an aggregate amount for all Purchasers so opting to increase their Commitments by a total amount equal to the requested increase to the Maximum Purchase Limit set forth in such Accordion Option Notice (each such increase, if any, the “Accordion Activation”). Notwithstanding any provision of this Transfer Agreement to the contrary, no Existing Purchaser shall be obligated to increase its Commitment pursuant to this Section 2.02(d) in response to any Accordion Option Notice, and any decision to increase its Commitment pursuant to this Section 2.02(d) shall be made by each Existing Purchaser in its sole discretion. If Existing Purchasers do not elect to increase their aggregate Commitments by the amount of the requested Accordion Activation, MRFC may offer to Persons who are not Existing Purchasers (but who are otherwise acceptable to MRFC and the Administrative Agent) to become Additional Purchasers with Commitments totaling the balance of the requested Accordion Activation. Each Accordion Activation shall be effective and the Maximum Limit shall be increased by the amount of such Accordion Activation (but not to result in a Maximum Limit of more than $225,000,000 in any event) upon the satisfaction of each and every of the following conditions: (a) no Termination Event or Potential Termination Event shall have occurred and be continuing prior to the effectiveness of such Accordion Activation or would occur as a result of the effectiveness of such Accordion Activation; (b) sufficient Existing Purchasers shall have elected to increase their Commitments pursuant to this Section 2.02(d) and sufficient Additional Purchasers shall have elected to become Purchasers pursuant to this Section 2.02(d) and Section 14.06(c) so that the sum of the aggregate increase in such Existing Purchasers’ Commitments plus the aggregate Commitments of such Additional Purchasers equals the amount of such Accordion Activation; (c) each of the Existing Purchasers opting to increase its Commitment pursuant to this Section 2.02(d) shall have given written notice to that effect with MRFC and the Administrative Agent in the form of the Accordion Acceptance Notice attached hereto as Exhibit 2.02(d)-2 (each, an “Accordion Acceptance Notice”); (d) each Additional Purchaser opting to accept MRFC’s offer to become a Purchaser hereunder shall have entered into an Additional Purchaser Supplement; (e) the Administrative Agent shall have amended and restated Schedule 2.01 hereto to reflect the increases to the Maximum Purchase Limit and to the Commitments of the Existing Purchasers opting to increase their Commitments pursuant to this Section 2.02(d) and the addition of the Commitments of the Additional Purchasers pursuant to this Section 2.02(d); (f) Borrower shall have paid to Administrative Agent, for the pro rata accounts of such Existing Purchasers and Additional Purchasers, such fees as may be agreed to writing by Borrower and such Existing Purchasers and Additional Purchasers with respect to such Accordion Activation, and (g) the Borrower shall have provided the Administrative Agent with written evidence reasonably satisfactory to the Administrative Agent that Metaldyne and its Subsidiaries have obtained any and all consents or amendments as may be necessary under the Credit Agreement or any other agreement, indenture or other instrument binding upon Metaldyne or any of its Subsidiaries (other than the Related Documents) so that the consummation of such Accordion Activation does not result in a violation of such agreement, indenture or other instrument. Upon the effectiveness of an Accordion Activation, the Purchasers shall make such payments to and receive such payments from the Administrative Agent (as the case may be) as may be necessary so that, after giving effect to all such payments, each Purchaser will hold its Pro Rata Share of the then outstanding Capital Investment, and such payments shall be deemed to be reductions of the recipient Purchasers’ respective Pro Rata Shares of the Purchaser Interest and Purchases of Pro Rata Shares of the Purchaser Interest by the paying Purchasers.

Optional Changes in Maximum Purchase Limit. (a) So long as no Potential Incipient Termination Event or Termination Event shall have occurred and be continuing, MRFC may the Seller may, not more than twice during each calendar year, reduce the Maximum Purchase Limit permanently; provided PROVIDED, that (i) MRFC the Seller shall give two thirty (30) Business Days’ ' prior written notice of any such reduction to the Administrative Agent substantially in the form of Exhibit EXHIBIT 2.02(a) (each such notice, a “Commitment Reduction Notice”) and "COMMITMENT REDUCTION NOTICE"), (ii) any partial reduction of the Maximum Purchase Limit shall be in a minimum amount of $5,000,000 or an integral multiple thereof, (iii) no such reduction shall reduce the Maximum Purchase Limit below the greater of (x) Capital Investment at such time and shall (y) $50,000,000, and (iv) any such reduction must be in integral multiples accompanied by payment of $500,000the fee required by SECTION 2.02(c). (b) MRFC The Seller may at any time on at least 30 90 days’ ' prior written notice by MRFC the Seller to the Administrative Agent irrevocably terminate the Maximum Purchase Limit; provided PROVIDED, that (i) such notice of termination shall be substantially in the form of Exhibit EXHIBIT 2.02(b) (the “Commitment Termination Notice”"COMMITMENT TERMINATION NOTICE"), and (ii) MRFC the Seller shall reduce the Capital Investment to zero and make all payments required by Section 2.03(cSECTION 2.03(C) at the time and in the manner specified therein, and (iii) such reduction must be accompanied by payment of the fee required by SECTION 2.02(c). Upon such termination, MRFC’s the Seller's right to request that any Purchaser make Purchases hereunder shall simultaneously terminate and the Facility Termination Date shall automatically occur. (c) If all or any portion of the Maximum Purchase Limit is reduced or terminated in accordance with this SECTION 2.02 prior to the first anniversary of the Closing Date, then the Seller shall pay the Administrative Agent, for the account of the Purchasers, an amount equal to (i) the amount by which the Maximum Purchase Limit is so reduced multiplied by (ii) 1.00%; PROVIDED, that such amount shall not be payable if, without the consent of the Seller, the Conduit Purchaser or the Committed Purchaser has assigned all or any portion of its rights and obligations hereunder or interests herein to any Person other than GE Capital, an Affiliate of GE Capital or any investment vehicle administered by GE Capital or an Affiliate of GE Capital. (d) Each written notice required to be delivered pursuant to Sections SECTIONS 2.02(a) and (b) shall be irrevocable and shall be effective (i) on the day of receipt if received by the Administrative Agent and the Purchasers not later than 4:00 p.m. (New York time) on any Business Day and (ii) on the immediately succeeding Business Day if received by the Administrative Agent and the Purchasers after such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Maximum Purchase Limit. (d) Prior to the Facility Termination Date, MRFC may request up to two times, each by notice to the Administrative Agent and the Purchasers in the form of the Accordion Option Notice attached hereto as Exhibit 2.02(d)-1 (each, an “Accordion Option Notice”), that one or more of the Persons who are Purchasers at such time (each, an “Existing Purchaser”) increase their Commitments by an aggregate amount of not less than $25,000,000 per request or in integral multiples of $1,000,000 above such sum (to result in a Maximum Purchase Limit of no more than $225,000,000 after giving effect to either or both requests). Upon receipt of an Accordion Option Notice, each Existing Purchaser shall have the option, but not the obligation, subject to the terms and conditions set forth in this Section 2.02(d), to increase its Commitment pursuant to this Section 2.02(d) in an aggregate amount for all Purchasers so opting to increase their Commitments by a total amount equal to the requested increase to the Maximum Purchase Limit set forth in such Accordion Option Notice (each such increase, if any, the “Accordion Activation”). Notwithstanding any provision of this Transfer Agreement to the contrary, no Existing Purchaser shall be obligated to increase its Commitment pursuant to this Section 2.02(d) in response to any Accordion Option Notice, and any decision to increase its Commitment pursuant to this Section 2.02(d) shall be made by each Existing Purchaser in its sole discretion. If Existing Purchasers do not elect to increase their aggregate Commitments by the amount of the requested Accordion Activation, MRFC may offer to Persons who are not Existing Purchasers (but who are otherwise acceptable to MRFC and the Administrative Agent) to become Additional Purchasers with Commitments totaling the balance of the requested Accordion Activation. Each Accordion Activation shall be effective and the Maximum Limit shall be increased by the amount of such Accordion Activation (but not to result in a Maximum Limit of more than $225,000,000 in any event) upon the satisfaction of each and every of the following conditions: (a) no Termination Event or Potential Termination Event shall have occurred and be continuing prior to the effectiveness of such Accordion Activation or would occur as a result of the effectiveness of such Accordion Activation; (b) sufficient Existing Purchasers shall have elected to increase their Commitments pursuant to this Section 2.02(d) and sufficient Additional Purchasers shall have elected to become Purchasers pursuant to this Section 2.02(d) and Section 14.06(c) so that the sum of the aggregate increase in such Existing Purchasers’ Commitments plus the aggregate Commitments of such Additional Purchasers equals the amount of such Accordion Activation; (c) each of the Existing Purchasers opting to increase its Commitment pursuant to this Section 2.02(d) shall have given written notice to that effect with MRFC and the Administrative Agent in the form of the Accordion Acceptance Notice attached hereto as Exhibit 2.02(d)-2 (each, an “Accordion Acceptance Notice”); (d) each Additional Purchaser opting to accept MRFC’s offer to become a Purchaser hereunder shall have entered into an Additional Purchaser Supplement; (e) the Administrative Agent shall have amended and restated Schedule 2.01 hereto to reflect the increases to the Maximum Purchase Limit and to the Commitments of the Existing Purchasers opting to increase their Commitments pursuant to this Section 2.02(d) and the addition of the Commitments of the Additional Purchasers pursuant to this Section 2.02(d); (f) Borrower shall have paid to Administrative Agent, for the pro rata accounts of such Existing Purchasers and Additional Purchasers, such fees as may be agreed to writing by Borrower and such Existing Purchasers and Additional Purchasers with respect to such Accordion Activation, and (g) the Borrower shall have provided the Administrative Agent with written evidence reasonably satisfactory to the Administrative Agent that Metaldyne and its Subsidiaries have obtained any and all consents or amendments as may be necessary under the Credit Agreement or any other agreement, indenture or other instrument binding upon Metaldyne or any of its Subsidiaries (other than the Related Documents) so that the consummation of such Accordion Activation does not result in a violation of such agreement, indenture or other instrument. Upon the effectiveness of an Accordion Activation, the Purchasers shall make such payments to and receive such payments from the Administrative Agent (as the case may be) as may be necessary so that, after giving effect to all such payments, each Purchaser will hold its Pro Rata Share of the then outstanding Capital Investment, and such payments shall be deemed to be reductions of the recipient Purchasers’ respective Pro Rata Shares of the Purchaser Interest and Purchases of Pro Rata Shares of the Purchaser Interest by the paying Purchasers.

Optional Changes in Maximum Purchase Limit. (a) So long as no Potential Incipient Termination Event or Termination Event shall have occurred and be continuing, MRFC may the Seller may, not more than twice during each calendar year, reduce the Maximum Purchase Limit permanently; provided provided, that (i) MRFC the Seller shall give two ten Business Days’ Day’s prior written notice of any such reduction to the Purchaserseach Purchaser Agent and the Administrative Agent substantially in the form of Exhibit 2.02(a) (each such notice, a “Commitment Reduction Notice”) and ), (ii) any partial reduction of the Maximum Purchase Limit shall be in a minimum amount of $5,000,000 or an integral multiple thereof, and (iii) no such reduction shall be reduce the Maximum Purchase Limit below the Aggregate Capital Investment at such time. Any such reduction in integral multiples of $500,000the Maximum Purchase Limit shall result in a pro rata reduction in (1) each Purchaser Group’s Group Purchase Limit, (2) each Committed Purchaser’s Commitment and (3) the Swing Line Commitment. (b) MRFC The Seller may at any time on at least 30 90 days’ prior written notice by MRFC the Seller to the Purchaserseach Purchaser Agent and the Administrative Agent irrevocably terminate the Maximum Purchase LimitLimit or the Commitment of any Committed Purchaser; provided provided, that (i) such notice of termination shall be substantially in the form of Exhibit 2.02(b) (the “Commitment Termination Notice”), and (ii) MRFC the Seller shall reduce the Aggregate Capital Investment, in the case of the termination of the Maximum Purchase Limit, or the Capital Investment of the applicable Committed Purchaser, in the case of the termination of such Committed Purchaser’s Commitment, to zero and make all payments required by Section 2.03(c) at the time and in the manner specified therein. Upon UponIn the case of the termination of the Maximum Purchase Limit, upon such termination, MRFCthe Seller’s right to request that any Purchaser the Purchasers make Purchases hereunder shall simultaneously terminate and the Facility Termination Date shall automatically occur. In the case of the termination of the Commitment of any Committed Purchaser, upon such termination, such Committed Purchaser’s Commitment shall terminate and the Seller’s right to request that such Committed Purchaser make Purchases hereunder shall simultaneously terminate. (c) Each written notice required to be delivered pursuant to Sections 2.02(a) and (b) shall be irrevocable and shall be effective (i) on the day of receipt if received by the PurchasersPurchaser Agents and the Administrative Agent not later than 4:00 p.m. (New York time) on any Business Day and (ii) on the immediately succeeding Business Day if received by the PurchasersPurchaser Agents or the Administrative Agent after such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Maximum Purchase Limit. (d) Prior to the Facility Termination Date, MRFC may request up to two times, each by notice to the Administrative Agent and the Purchasers in the form of the Accordion Option Notice attached hereto as Exhibit 2.02(d)-1 (each, an “Accordion Option Notice”), that one or more of the Persons who are Purchasers at such time (each, an “Existing Purchaser”) increase their Commitments by an aggregate amount of not less than $25,000,000 per request or in integral multiples of $1,000,000 above such sum (to result in a Maximum Purchase Limit of no more than $225,000,000 after giving effect to either or both requests). Upon receipt of an Accordion Option Notice, each Existing Purchaser shall have the option, but not the obligation, subject to the terms and conditions set forth in this Section 2.02(d), to increase its Commitment pursuant to this Section 2.02(d) in an aggregate amount for all Purchasers so opting to increase their Commitments by a total amount equal to the requested increase to the Maximum Purchase Limit set forth in such Accordion Option Notice (each such increase, if any, the “Accordion Activation”). Notwithstanding any provision of this Transfer Agreement to the contrary, no Existing Purchaser shall be obligated to increase its Commitment pursuant to this Section 2.02(d) in response to any Accordion Option Notice, and any decision to increase its Commitment pursuant to this Section 2.02(d) shall be made by each Existing Purchaser in its sole discretion. If Existing Purchasers do not elect to increase their aggregate Commitments by the amount of the requested Accordion Activation, MRFC may offer to Persons who are not Existing Purchasers (but who are otherwise acceptable to MRFC and the Administrative Agent) to become Additional Purchasers with Commitments totaling the balance of the requested Accordion Activation. Each Accordion Activation shall be effective and the Maximum Limit shall be increased by the amount of such Accordion Activation (but not to result in a Maximum Limit of more than $225,000,000 in any event) upon the satisfaction of each and every of the following conditions: (a) no Termination Event or Potential Termination Event shall have occurred and be continuing prior to the effectiveness of such Accordion Activation or would occur as a result of the effectiveness of such Accordion Activation; (b) sufficient Existing Purchasers shall have elected to increase their Commitments pursuant to this Section 2.02(d) and sufficient Additional Purchasers shall have elected to become Purchasers pursuant to this Section 2.02(d) and Section 14.06(c) so that the sum of the aggregate increase in such Existing Purchasers’ Commitments plus the aggregate Commitments of such Additional Purchasers equals the amount of such Accordion Activation; (c) each of the Existing Purchasers opting to increase its Commitment pursuant to this Section 2.02(d) shall have given written notice to that effect with MRFC and the Administrative Agent in the form of the Accordion Acceptance Notice attached hereto as Exhibit 2.02(d)-2 (each, an “Accordion Acceptance Notice”); (d) each Additional Purchaser opting to accept MRFC’s offer to become a Purchaser hereunder shall have entered into an Additional Purchaser Supplement; (e) the Administrative Agent shall have amended and restated Schedule 2.01 hereto to reflect the increases to the Maximum Purchase Limit and to the Commitments of the Existing Purchasers opting to increase their Commitments pursuant to this Section 2.02(d) and the addition of the Commitments of the Additional Purchasers pursuant to this Section 2.02(d); (f) Borrower shall have paid to Administrative Agent, for the pro rata accounts of such Existing Purchasers and Additional Purchasers, such fees as may be agreed to writing by Borrower and such Existing Purchasers and Additional Purchasers with respect to such Accordion Activation, and (g) the Borrower shall have provided the Administrative Agent with written evidence reasonably satisfactory to the Administrative Agent that Metaldyne and its Subsidiaries have obtained any and all consents or amendments as may be necessary under the Credit Agreement or any other agreement, indenture or other instrument binding upon Metaldyne or any of its Subsidiaries (other than the Related Documents) so that the consummation of such Accordion Activation does not result in a violation of such agreement, indenture or other instrument. Upon the effectiveness of an Accordion Activation, the Purchasers shall make such payments to and receive such payments from the Administrative Agent (as the case may be) as may be necessary so that, after giving effect to all such payments, each Purchaser will hold its Pro Rata Share of the then outstanding Capital Investment, and such payments shall be deemed to be reductions of the recipient Purchasers’ respective Pro Rata Shares of the Purchaser Interest and Purchases of Pro Rata Shares of the Purchaser Interest by the paying Purchasers.

Optional Changes in Maximum Purchase Limit. (a) So long as no Potential Termination Event or Termination Event shall have occurred and be continuing, MRFC The Seller may reduce the Maximum Purchase Limit permanently; provided provided, that (i) MRFC the Seller shall give two Business Days’ thirty days' prior written notice of any such reduction to the Administrative Agent substantially in the form of Exhibit 2.02(a2.02 (a) (each such notice, a “"Commitment Reduction Notice”) and "), (ii) any partial reduction of the Maximum Purchase Limit shall be in a minimum amount of $5,000,000 or an integral multiple thereof, and (iii) no such reduction shall be in integral multiples reduce the Maximum Purchase Limit below the greater of (x) Capital Investment at such time and (y) $500,00050,000,000. (b) MRFC The Seller may at any time on at least 30 days’ ' prior written notice by MRFC the Seller to the Administrative Agent irrevocably terminate the Maximum Purchase Limit; provided provided, that (i) such notice of termination shall be substantially in the form of Exhibit 2.02(b2.02 (b) (the “"Commitment Termination Notice”"), and (ii) MRFC the Seller shall reduce the Capital Investment to zero and make all payments required by Section 2.03(c) at the time and in the manner specified therein. Upon such termination, MRFC’s the Seller's right to request that any Purchaser make Purchases hereunder shall simultaneously terminate and the Facility Termination Date shall automatically occur. (c) Each written notice required to be delivered pursuant to Sections 2.02(a) and (b) shall be irrevocable and shall be effective (i) on the day of receipt if received by the Administrative Agent and the Purchasers not later than 4:00 p.m. (New York time) on any Business Day and (ii) on the immediately succeeding Business Day if received by the Administrative Agent and the Purchasers after such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Maximum Purchase Limit. (d) Prior to the Facility Termination Date, MRFC may request up to two times, each by notice to the Administrative Agent and the Purchasers in the form of the Accordion Option Notice attached hereto as Exhibit 2.02(d)-1 (each, an “Accordion Option Notice”), that one or more of the Persons who are Purchasers at such time (each, an “Existing Purchaser”) increase their Commitments by an aggregate amount of not less than $25,000,000 per request or in integral multiples of $1,000,000 above such sum (to result in a Maximum Purchase Limit of no more than $225,000,000 after giving effect to either or both requests). Upon receipt of an Accordion Option Notice, each Existing Purchaser shall have the option, but not the obligation, subject to the terms and conditions set forth in this Section 2.02(d), to increase its Commitment pursuant to this Section 2.02(d) in an aggregate amount for all Purchasers so opting to increase their Commitments by a total amount equal to the requested increase to the Maximum Purchase Limit set forth in such Accordion Option Notice (each such increase, if any, the “Accordion Activation”). Notwithstanding any provision of this Transfer Agreement to the contrary, no Existing Purchaser shall be obligated to increase its Commitment pursuant to this Section 2.02(d) in response to any Accordion Option Notice, and any decision to increase its Commitment pursuant to this Section 2.02(d) shall be made by each Existing Purchaser in its sole discretion. If Existing Purchasers do not elect to increase their aggregate Commitments by the amount of the requested Accordion Activation, MRFC may offer to Persons who are not Existing Purchasers (but who are otherwise acceptable to MRFC and the Administrative Agent) to become Additional Purchasers with Commitments totaling the balance of the requested Accordion Activation. Each Accordion Activation shall be effective and the Maximum Limit shall be increased by the amount of such Accordion Activation (but not to result in a Maximum Limit of more than $225,000,000 in any event) upon the satisfaction of each and every of the following conditions: (a) no Termination Event or Potential Termination Event shall have occurred and be continuing prior to the effectiveness of such Accordion Activation or would occur as a result of the effectiveness of such Accordion Activation; (b) sufficient Existing Purchasers shall have elected to increase their Commitments pursuant to this Section 2.02(d) and sufficient Additional Purchasers shall have elected to become Purchasers pursuant to this Section 2.02(d) and Section 14.06(c) so that the sum of the aggregate increase in such Existing Purchasers’ Commitments plus the aggregate Commitments of such Additional Purchasers equals the amount of such Accordion Activation; (c) each of the Existing Purchasers opting to increase its Commitment pursuant to this Section 2.02(d) shall have given written notice to that effect with MRFC and the Administrative Agent in the form of the Accordion Acceptance Notice attached hereto as Exhibit 2.02(d)-2 (each, an “Accordion Acceptance Notice”); (d) each Additional Purchaser opting to accept MRFC’s offer to become a Purchaser hereunder shall have entered into an Additional Purchaser Supplement; (e) the Administrative Agent shall have amended and restated Schedule 2.01 hereto to reflect the increases to the Maximum Purchase Limit and to the Commitments of the Existing Purchasers opting to increase their Commitments pursuant to this Section 2.02(d) and the addition of the Commitments of the Additional Purchasers pursuant to this Section 2.02(d); (f) Borrower shall have paid to Administrative Agent, for the pro rata accounts of such Existing Purchasers and Additional Purchasers, such fees as may be agreed to writing by Borrower and such Existing Purchasers and Additional Purchasers with respect to such Accordion Activation, and (g) the Borrower shall have provided the Administrative Agent with written evidence reasonably satisfactory to the Administrative Agent that Metaldyne and its Subsidiaries have obtained any and all consents or amendments as may be necessary under the Credit Agreement or any other agreement, indenture or other instrument binding upon Metaldyne or any of its Subsidiaries (other than the Related Documents) so that the consummation of such Accordion Activation does not result in a violation of such agreement, indenture or other instrument. Upon the effectiveness of an Accordion Activation, the Purchasers shall make such payments to and receive such payments from the Administrative Agent (as the case may be) as may be necessary so that, after giving effect to all such payments, each Purchaser will hold its Pro Rata Share of the then outstanding Capital Investment, and such payments shall be deemed to be reductions of the recipient Purchasers’ respective Pro Rata Shares of the Purchaser Interest and Purchases of Pro Rata Shares of the Purchaser Interest by the paying Purchasers.

Optional Changes in Maximum Purchase Limit. (a) So long as no Potential Incipient Termination Event or Termination Event shall have occurred and be continuing, MRFC may the Seller may, not more than twice during each calendar year, reduce the Maximum Purchase Limit permanently; provided provided, that (i) MRFC the Seller shall give two ten Business Days’ Day’s prior written notice of any such reduction to the Purchasers and the Administrative Agent substantially in the form of Exhibit 2.02(a) (each such notice, a “Commitment Reduction Notice”) and ), (ii) any partial reduction of the Maximum Purchase Limit shall be in a minimum amount of $5,000,000 or an integral multiple thereof, and (iii) no such reduction shall be in integral multiples of $500,000reduce the Maximum Purchase Limit below the Capital Investment at such time. (b) MRFC The Seller may at any time on at least 30 90 days’ prior written notice by MRFC the Seller to the Purchasers and the Administrative Agent irrevocably terminate the Maximum Purchase Limit; provided provided, that (i) such notice of termination shall be substantially in the form of Exhibit 2.02(b) (the “Commitment Termination Notice”), and (ii) MRFC the Seller shall reduce the Capital Investment to zero and make all payments required by Section 2.03(c) at the time and in the manner specified therein. Upon such termination, MRFCthe Seller’s right to request that any Purchaser the Purchasers make Purchases hereunder shall simultaneously terminate and the Facility Termination Date shall automatically occur. (c) Each written notice required to be delivered pursuant to Sections 2.02(a) and (b) shall be irrevocable and shall be effective (i) on the day of receipt if received by the Purchasers and the Administrative Agent not later than 4:00 p.m. (New York time) on any Business Day and (ii) on the immediately succeeding Business Day if received by the Purchasers or the Administrative Agent after such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Maximum Purchase Limit. (d) Prior to the Facility Termination Date, MRFC may request up to two times, each by notice to the Administrative Agent and the Purchasers in the form of the Accordion Option Notice attached hereto as Exhibit 2.02(d)-1 (each, an “Accordion Option Notice”), that one or more of the Persons who are Purchasers at such time (each, an “Existing Purchaser”) increase their Commitments by an aggregate amount of not less than $25,000,000 per request or in integral multiples of $1,000,000 above such sum (to result in a Maximum Purchase Limit of no more than $225,000,000 after giving effect to either or both requests). Upon receipt of an Accordion Option Notice, each Existing Purchaser shall have the option, but not the obligation, subject to the terms and conditions set forth in this Section 2.02(d), to increase its Commitment pursuant to this Section 2.02(d) in an aggregate amount for all Purchasers so opting to increase their Commitments by a total amount equal to the requested increase to the Maximum Purchase Limit set forth in such Accordion Option Notice (each such increase, if any, the “Accordion Activation”). Notwithstanding any provision of this Transfer Agreement to the contrary, no Existing Purchaser shall be obligated to increase its Commitment pursuant to this Section 2.02(d) in response to any Accordion Option Notice, and any decision to increase its Commitment pursuant to this Section 2.02(d) shall be made by each Existing Purchaser in its sole discretion. If Existing Purchasers do not elect to increase their aggregate Commitments by the amount of the requested Accordion Activation, MRFC may offer to Persons who are not Existing Purchasers (but who are otherwise acceptable to MRFC and the Administrative Agent) to become Additional Purchasers with Commitments totaling the balance of the requested Accordion Activation. Each Accordion Activation shall be effective and the Maximum Limit shall be increased by the amount of such Accordion Activation (but not to result in a Maximum Limit of more than $225,000,000 in any event) upon the satisfaction of each and every of the following conditions: (a) no Termination Event or Potential Termination Event shall have occurred and be continuing prior to the effectiveness of such Accordion Activation or would occur as a result of the effectiveness of such Accordion Activation; (b) sufficient Existing Purchasers shall have elected to increase their Commitments pursuant to this Section 2.02(d) and sufficient Additional Purchasers shall have elected to become Purchasers pursuant to this Section 2.02(d) and Section 14.06(c) so that the sum of the aggregate increase in such Existing Purchasers’ Commitments plus the aggregate Commitments of such Additional Purchasers equals the amount of such Accordion Activation; (c) each of the Existing Purchasers opting to increase its Commitment pursuant to this Section 2.02(d) shall have given written notice to that effect with MRFC and the Administrative Agent in the form of the Accordion Acceptance Notice attached hereto as Exhibit 2.02(d)-2 (each, an “Accordion Acceptance Notice”); (d) each Additional Purchaser opting to accept MRFC’s offer to become a Purchaser hereunder shall have entered into an Additional Purchaser Supplement; (e) the Administrative Agent shall have amended and restated Schedule 2.01 hereto to reflect the increases to the Maximum Purchase Limit and to the Commitments of the Existing Purchasers opting to increase their Commitments pursuant to this Section 2.02(d) and the addition of the Commitments of the Additional Purchasers pursuant to this Section 2.02(d); (f) Borrower shall have paid to Administrative Agent, for the pro rata accounts of such Existing Purchasers and Additional Purchasers, such fees as may be agreed to writing by Borrower and such Existing Purchasers and Additional Purchasers with respect to such Accordion Activation, and (g) the Borrower shall have provided the Administrative Agent with written evidence reasonably satisfactory to the Administrative Agent that Metaldyne and its Subsidiaries have obtained any and all consents or amendments as may be necessary under the Credit Agreement or any other agreement, indenture or other instrument binding upon Metaldyne or any of its Subsidiaries (other than the Related Documents) so that the consummation of such Accordion Activation does not result in a violation of such agreement, indenture or other instrument. Upon the effectiveness of an Accordion Activation, the Purchasers shall make such payments to and receive such payments from the Administrative Agent (as the case may be) as may be necessary so that, after giving effect to all such payments, each Purchaser will hold its Pro Rata Share of the then outstanding Capital Investment, and such payments shall be deemed to be reductions of the recipient Purchasers’ respective Pro Rata Shares of the Purchaser Interest and Purchases of Pro Rata Shares of the Purchaser Interest by the paying Purchasers.

Optional Changes in Maximum Purchase Limit. (a) So long as no Potential Incipient Termination Event or Termination Event shall have occurred and be continuing, MRFC may the Seller may, not more than twice during each calendar year, reduce the Maximum Purchase Limit permanently; provided provided, that (i) MRFC the Seller shall give two ten (10) Business Days’ ' prior written notice of any such reduction to the Administrative Agent substantially in the form of Exhibit 2.02(a2.2(a) (each such notice, a “"Commitment Reduction Notice”) and "), (ii) any partial reduction of the Maximum Purchase Limit shall be in a minimum amount of $5,000,000 or an integral multiple thereof, and (iii) no such reduction shall be in integral multiples reduce the Maximum Purchase Limit below the greater of (A) Capital Investment at such time and (B) $500,00075,000,000. (b) MRFC The Seller may at any time on at least 30 10 days’ ' prior written notice by MRFC the Seller to the Administrative Agent irrevocably terminate the Maximum Purchase Limit; provided provided, that (i) such notice of termination shall be substantially in the form of Exhibit 2.02(b2.2(b) (the “"Commitment Termination Notice”"), and (ii) MRFC the Seller shall reduce the Capital Investment to zero and make all payments required by Section 2.03(c2.3(c) at the time and in the manner specified therein. Upon such termination, MRFC’s the Seller's right to request that any Purchaser make Purchases hereunder shall simultaneously terminate and the Facility Termination Date shall automatically occur. (c) Each written notice required to be delivered pursuant to Sections 2.02(a2.2(a) and or (b) shall be irrevocable and shall be effective (i) on the day of receipt if received by the Administrative Agent and the Purchasers not later than 4:00 p.m. (New York time) on any Business Day and (ii) on the immediately succeeding Business Day if received by the Administrative Agent and the Purchasers after such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Maximum Purchase Limit. (d) Prior to the Facility Termination Date, MRFC may request up to two times, each by notice to the Administrative Agent and the Purchasers in the form of the Accordion Option Notice attached hereto as Exhibit 2.02(d)-1 (each, an “Accordion Option Notice”), that one or more of the Persons who are Purchasers at such time (each, an “Existing Purchaser”) increase their Commitments by an aggregate amount of not less than $25,000,000 per request or in integral multiples of $1,000,000 above such sum (to result in a Maximum Purchase Limit of no more than $225,000,000 after giving effect to either or both requests). Upon receipt of an Accordion Option Notice, each Existing Purchaser shall have the option, but not the obligation, subject to the terms and conditions set forth in this Section 2.02(d), to increase its Commitment pursuant to this Section 2.02(d) in an aggregate amount for all Purchasers so opting to increase their Commitments by a total amount equal to the requested increase to the Maximum Purchase Limit set forth in such Accordion Option Notice (each such increase, if any, the “Accordion Activation”). Notwithstanding any provision of this Transfer Agreement to the contrary, no Existing Purchaser shall be obligated to increase its Commitment pursuant to this Section 2.02(d) in response to any Accordion Option Notice, and any decision to increase its Commitment pursuant to this Section 2.02(d) shall be made by each Existing Purchaser in its sole discretion. If Existing Purchasers do not elect to increase their aggregate Commitments by the amount of the requested Accordion Activation, MRFC may offer to Persons who are not Existing Purchasers (but who are otherwise acceptable to MRFC and the Administrative Agent) to become Additional Purchasers with Commitments totaling the balance of the requested Accordion Activation. Each Accordion Activation shall be effective and the Maximum Limit shall be increased by the amount of such Accordion Activation (but not to result in a Maximum Limit of more than $225,000,000 in any event) upon the satisfaction of each and every of the following conditions: (a) no Termination Event or Potential Termination Event shall have occurred and be continuing prior to the effectiveness of such Accordion Activation or would occur as a result of the effectiveness of such Accordion Activation; (b) sufficient Existing Purchasers shall have elected to increase their Commitments pursuant to this Section 2.02(d) and sufficient Additional Purchasers shall have elected to become Purchasers pursuant to this Section 2.02(d) and Section 14.06(c) so that the sum of the aggregate increase in such Existing Purchasers’ Commitments plus the aggregate Commitments of such Additional Purchasers equals the amount of such Accordion Activation; (c) each of the Existing Purchasers opting to increase its Commitment pursuant to this Section 2.02(d) shall have given written notice to that effect with MRFC and the Administrative Agent in the form of the Accordion Acceptance Notice attached hereto as Exhibit 2.02(d)-2 (each, an “Accordion Acceptance Notice”); (d) each Additional Purchaser opting to accept MRFC’s offer to become a Purchaser hereunder shall have entered into an Additional Purchaser Supplement; (e) the Administrative Agent shall have amended and restated Schedule 2.01 hereto to reflect the increases to the Maximum Purchase Limit and to the Commitments of the Existing Purchasers opting to increase their Commitments pursuant to this Section 2.02(d) and the addition of the Commitments of the Additional Purchasers pursuant to this Section 2.02(d); (f) Borrower shall have paid to Administrative Agent, for the pro rata accounts of such Existing Purchasers and Additional Purchasers, such fees as may be agreed to writing by Borrower and such Existing Purchasers and Additional Purchasers with respect to such Accordion Activation, and (g) the Borrower shall have provided the Administrative Agent with written evidence reasonably satisfactory to the Administrative Agent that Metaldyne and its Subsidiaries have obtained any and all consents or amendments as may be necessary under the Credit Agreement or any other agreement, indenture or other instrument binding upon Metaldyne or any of its Subsidiaries (other than the Related Documents) so that the consummation of such Accordion Activation does not result in a violation of such agreement, indenture or other instrument. Upon the effectiveness of an Accordion Activation, the Purchasers shall make such payments to and receive such payments from the Administrative Agent (as the case may be) as may be necessary so that, after giving effect to all such payments, each Purchaser will hold its Pro Rata Share of the then outstanding Capital Investment, and such payments shall be deemed to be reductions of the recipient Purchasers’ respective Pro Rata Shares of the Purchaser Interest and Purchases of Pro Rata Shares of the Purchaser Interest by the paying Purchasers.

Optional Changes in Maximum Purchase Limit. (a) So long as no Potential Incipient Termination Event or Termination Event shall have occurred and be continuing, MRFC may the Seller may, not more than twice during each calendar year, reduce the Maximum Purchase Limit permanently; provided provided, that (i) MRFC the Seller shall give two ten Business Days’ ' prior written notice of any such reduction to the Administrative Purchaser and the Operating Agent substantially in the form of Exhibit 2.02(a2.02 (a) (each such notice, a “"Commitment Reduction Notice”) and "), (ii) any partial reduction of the Maximum Purchase Limit shall be in a minimum amount of $5,000,000 or an integral multiple thereof and (iii)no such reduction shall be reduce the Maximum Purchase Limit below Capital Investment at such time (and after giving effect to any concurrent reduction in integral multiples of $500,000the Capital Investment made pursuant to Section 2.03(c)). (b) MRFC The Seller may at any time on at least 30 days’ 90 days prior written notice by MRFC the Seller to the Administrative Purchaser and the Operating Agent irrevocably terminate the Maximum Purchase Limit; provided provided, that (i) such notice of termination shall be substantially in the form of Exhibit 2.02(b) (the “"Commitment Termination Notice”), and Notice")and (ii) MRFC the Seller shall reduce the Capital Investment to zero and make all payments required by Section 2.03(c) or Section 2.07(c) at the time and in the manner specified therein. Upon such termination, MRFC’s the Seller's right to request that any the Purchaser make Purchases hereunder shall simultaneously terminate and the Facility Termination Date shall automatically occur. (c) So long as no Incipient Termination Event or Termination Event shall have occurred and be continuing, the Seller may, on a one-time basis only, increase the Maximum Purchase Limit to $65,000,000; provided, that (i) the Seller shall give ten Business Days prior written notice of such increase to the Purchaser and the Operating Agent substantially in the form of Exhibit 2.02(c) (such notice, a "Commitment Increase Notice") and (ii) such increase shall not become effective unless and until the Foreign Receivable Election Date shall have occurred. (d) Each written notice required to be delivered pursuant to Sections 2.02(a) and ), (b) or (c) shall be irrevocable and shall be effective (i) on the day of receipt if received by the Administrative Purchaser and the Operating Agent not later than 4:00 5:00 p.m. (New York time) on any Business Day and (ii) on the immediately succeeding Business Day if received by the Administrative Purchaser or the Operating Agent after such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Maximum Purchase Limit. (d) Prior to the Facility Termination Date, MRFC may request up to two times, each by notice to the Administrative Agent and the Purchasers in the form of the Accordion Option Notice attached hereto as Exhibit 2.02(d)-1 (each, an “Accordion Option Notice”), that one or more of the Persons who are Purchasers at such time (each, an “Existing Purchaser”) increase their Commitments by an aggregate amount of not less than $25,000,000 per request or in integral multiples of $1,000,000 above such sum (to result in a Maximum Purchase Limit of no more than $225,000,000 after giving effect to either or both requests). Upon receipt of an Accordion Option Notice, each Existing Purchaser shall have the option, but not the obligation, subject to the terms and conditions set forth in this Section 2.02(d), to increase its Commitment pursuant to this Section 2.02(d) in an aggregate amount for all Purchasers so opting to increase their Commitments by a total amount equal to the requested increase to the Maximum Purchase Limit set forth in such Accordion Option Notice (each such increase, if any, the “Accordion Activation”). Notwithstanding any provision of this Transfer Agreement to the contrary, no Existing Purchaser shall be obligated to increase its Commitment pursuant to this Section 2.02(d) in response to any Accordion Option Notice, and any decision to increase its Commitment pursuant to this Section 2.02(d) shall be made by each Existing Purchaser in its sole discretion. If Existing Purchasers do not elect to increase their aggregate Commitments by the amount of the requested Accordion Activation, MRFC may offer to Persons who are not Existing Purchasers (but who are otherwise acceptable to MRFC and the Administrative Agent) to become Additional Purchasers with Commitments totaling the balance of the requested Accordion Activation. Each Accordion Activation shall be effective and the Maximum Limit shall be increased by the amount of such Accordion Activation (but not to result in a Maximum Limit of more than $225,000,000 in any event) upon the satisfaction of each and every of the following conditions: (a) no Termination Event or Potential Termination Event shall have occurred and be continuing prior to the effectiveness of such Accordion Activation or would occur as a result of the effectiveness of such Accordion Activation; (b) sufficient Existing Purchasers shall have elected to increase their Commitments pursuant to this Section 2.02(d) and sufficient Additional Purchasers shall have elected to become Purchasers pursuant to this Section 2.02(d) and Section 14.06(c) so that the sum of the aggregate increase in such Existing Purchasers’ Commitments plus the aggregate Commitments of such Additional Purchasers equals the amount of such Accordion Activation; (c) each of the Existing Purchasers opting to increase its Commitment pursuant to this Section 2.02(d) shall have given written notice to that effect with MRFC and the Administrative Agent in the form of the Accordion Acceptance Notice attached hereto as Exhibit 2.02(d)-2 (each, an “Accordion Acceptance Notice”); (d) each Additional Purchaser opting to accept MRFC’s offer to become a Purchaser hereunder shall have entered into an Additional Purchaser Supplement; (e) the Administrative Agent shall have amended and restated Schedule 2.01 hereto to reflect the increases to the Maximum Purchase Limit and to the Commitments of the Existing Purchasers opting to increase their Commitments pursuant to this Section 2.02(d) and the addition of the Commitments of the Additional Purchasers pursuant to this Section 2.02(d); (f) Borrower shall have paid to Administrative Agent, for the pro rata accounts of such Existing Purchasers and Additional Purchasers, such fees as may be agreed to writing by Borrower and such Existing Purchasers and Additional Purchasers with respect to such Accordion Activation, and (g) the Borrower shall have provided the Administrative Agent with written evidence reasonably satisfactory to the Administrative Agent that Metaldyne and its Subsidiaries have obtained any and all consents or amendments as may be necessary under the Credit Agreement or any other agreement, indenture or other instrument binding upon Metaldyne or any of its Subsidiaries (other than the Related Documents) so that the consummation of such Accordion Activation does not result in a violation of such agreement, indenture or other instrument. Upon the effectiveness of an Accordion Activation, the Purchasers shall make such payments to and receive such payments from the Administrative Agent (as the case may be) as may be necessary so that, after giving effect to all such payments, each Purchaser will hold its Pro Rata Share of the then outstanding Capital Investment, and such payments shall be deemed to be reductions of the recipient Purchasers’ respective Pro Rata Shares of the Purchaser Interest and Purchases of Pro Rata Shares of the Purchaser Interest by the paying Purchasers.

Optional Changes in Maximum Purchase Limit. (a) So long as no Potential Incipient Termination Event or Termination Event shall have occurred and be continuing, MRFC may the Seller may, not more than twice during each calendar year, reduce the Maximum Purchase Limit permanently; provided provided, that (i) MRFC the Seller shall give two ten (10) Business Days’ ' prior written notice of any such reduction to the Administrative Agent substantially in the form of Exhibit 2.02(a2.02 (a) (each such notice, a “"Commitment Reduction Notice”) and "), (ii) any partial reduction of the Maximum Purchase Limit shall be in a minimum amount of $5,000,000 or an integral multiple thereof and (iii) no such reduction shall be in integral multiples reduce the Maximum Purchase Limit below the greater of (x) the Capital Investment at such time and (y) $500,00050,000,000. (b) MRFC The Seller may at any time on at least 30 days’ ' prior written notice by MRFC the Seller to the Administrative Agent irrevocably terminate the Maximum Purchase Limit; provided provided, that (i) such notice of termination shall be substantially in the form of Exhibit 2.02(b) (the “"Commitment Termination Notice”), ") and (ii) MRFC the Seller shall reduce the Capital Investment to zero and make all payments required by Section 2.03(c) at the time and in the manner specified therein. Upon such termination, MRFC’s the Seller's right to request that any Purchaser make Purchases hereunder shall simultaneously terminate and the Facility Termination Date shall automatically occur. (c) Each written notice required to be delivered pursuant to Sections 2.02(a) and (b) shall be irrevocable and shall be effective (i) on the day of receipt if received by the Administrative Agent and the Purchasers not later than 4:00 p.m. (New York time) on any Business Day and (ii) on the immediately succeeding Business Day if received by the Administrative Agent and the Purchasers after such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Maximum Purchase Limit. (d) Prior to the Facility Termination Date, MRFC may request up to two times, each by notice to the Administrative Agent and the Purchasers in the form of the Accordion Option Notice attached hereto as Exhibit 2.02(d)-1 (each, an “Accordion Option Notice”), that one or more of the Persons who are Purchasers at such time (each, an “Existing Purchaser”) increase their Commitments by an aggregate amount of not less than $25,000,000 per request or in integral multiples of $1,000,000 above such sum (to result in a Maximum Purchase Limit of no more than $225,000,000 after giving effect to either or both requests). Upon receipt of an Accordion Option Notice, each Existing Purchaser shall have the option, but not the obligation, subject to the terms and conditions set forth in this Section 2.02(d), to increase its Commitment pursuant to this Section 2.02(d) in an aggregate amount for all Purchasers so opting to increase their Commitments by a total amount equal to the requested increase to the Maximum Purchase Limit set forth in such Accordion Option Notice (each such increase, if any, the “Accordion Activation”). Notwithstanding any provision of this Transfer Agreement to the contrary, no Existing Purchaser shall be obligated to increase its Commitment pursuant to this Section 2.02(d) in response to any Accordion Option Notice, and any decision to increase its Commitment pursuant to this Section 2.02(d) shall be made by each Existing Purchaser in its sole discretion. If Existing Purchasers do not elect to increase their aggregate Commitments by the amount of the requested Accordion Activation, MRFC may offer to Persons who are not Existing Purchasers (but who are otherwise acceptable to MRFC and the Administrative Agent) to become Additional Purchasers with Commitments totaling the balance of the requested Accordion Activation. Each Accordion Activation shall be effective and the Maximum Limit shall be increased by the amount of such Accordion Activation (but not to result in a Maximum Limit of more than $225,000,000 in any event) upon the satisfaction of each and every of the following conditions: (a) no Termination Event or Potential Termination Event shall have occurred and be continuing prior to the effectiveness of such Accordion Activation or would occur as a result of the effectiveness of such Accordion Activation; (b) sufficient Existing Purchasers shall have elected to increase their Commitments pursuant to this Section 2.02(d) and sufficient Additional Purchasers shall have elected to become Purchasers pursuant to this Section 2.02(d) and Section 14.06(c) so that the sum of the aggregate increase in such Existing Purchasers’ Commitments plus the aggregate Commitments of such Additional Purchasers equals the amount of such Accordion Activation; (c) each of the Existing Purchasers opting to increase its Commitment pursuant to this Section 2.02(d) shall have given written notice to that effect with MRFC and the Administrative Agent in the form of the Accordion Acceptance Notice attached hereto as Exhibit 2.02(d)-2 (each, an “Accordion Acceptance Notice”); (d) each Additional Purchaser opting to accept MRFC’s offer to become a Purchaser hereunder shall have entered into an Additional Purchaser Supplement; (e) the Administrative Agent shall have amended and restated Schedule 2.01 hereto to reflect the increases to the Maximum Purchase Limit and to the Commitments of the Existing Purchasers opting to increase their Commitments pursuant to this Section 2.02(d) and the addition of the Commitments of the Additional Purchasers pursuant to this Section 2.02(d); (f) Borrower shall have paid to Administrative Agent, for the pro rata accounts of such Existing Purchasers and Additional Purchasers, such fees as may be agreed to writing by Borrower and such Existing Purchasers and Additional Purchasers with respect to such Accordion Activation, and (g) the Borrower shall have provided the Administrative Agent with written evidence reasonably satisfactory to the Administrative Agent that Metaldyne and its Subsidiaries have obtained any and all consents or amendments as may be necessary under the Credit Agreement or any other agreement, indenture or other instrument binding upon Metaldyne or any of its Subsidiaries (other than the Related Documents) so that the consummation of such Accordion Activation does not result in a violation of such agreement, indenture or other instrument. Upon the effectiveness of an Accordion Activation, the Purchasers shall make such payments to and receive such payments from the Administrative Agent (as the case may be) as may be necessary so that, after giving effect to all such payments, each Purchaser will hold its Pro Rata Share of the then outstanding Capital Investment, and such payments shall be deemed to be reductions of the recipient Purchasers’ respective Pro Rata Shares of the Purchaser Interest and Purchases of Pro Rata Shares of the Purchaser Interest by the paying Purchasers.