Common use of Requests for Increase Clause in Contracts

Requests for Increase. Each Borrower shall have the right, at any time after the Effective Date but prior to the Commitment Termination Date, to propose that the Commitments of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”) by notice to the Administrative Agent, specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that: (A) each increase shall be in a minimum amount of at least $25,000,000 or a larger multiple of $5,000,000 in excess thereof (or, in each case, in such other amounts as the Administrative Agent may reasonably agree); (B) the aggregate amount of all Commitments outstanding, at any given time, shall not exceed $5,152,500,000; (C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Banks (in each case, which consent shall not be unreasonably withheld or delayed); (D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase with respect to any Borrower; and (E) the representations and warranties made by such Borrower and the other members of its Obligor Group contained in this Agreement shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties in Sections 3.01, 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.08 of the Guarantee and Security Agreement such Borrower is party to, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Requests for Increase. Each The Borrower shall have the rightmay, at any time after following the Effective Date but prior to the Commitment Termination Date, to propose that effect an increase in the Commitments of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”) by having one or more Additional Commitment Lenders provide new or additional Commitments hereunder, by notice to the Administrative AgentAgent specifying the amount of the relevant Commitment Increase, specifying each existing Lender (each an “Increasing Lender”the identity of the Additional Commitment Lender(s) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date (or, if at such time, there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date); provided that no Lender shall be obligated to provide any increased Commitment; provided, further that: (A) each increase shall be in a the minimum amount of at least each Commitment Increase shall be $25,000,000 or a larger multiple of $5,000,000 in excess thereof (or, in each case, in such other amounts as the Administrative Agent may reasonably agree)25,000,000; (B) immediately after giving effect to any Commitment Increase, the aggregate amount of all Commitments outstanding, at any given time, hereunder shall not exceed $5,152,500,0001,500,000,000; (C) each Assuming Lender shall be consented to by at the Administrative Agent and the Issuing Banks (in each casetime of any such Commitment Increase, which consent shall not be unreasonably withheld or delayed); (D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall would result from the proposed Commitment Increase with respect to any Borrowertherefrom; and (ED) the representations and warranties made by such Borrower set forth in Article IV and in the other members of its Obligor Group contained in this Agreement Loan Documents shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties in Sections 3.01, 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.08 of the Guarantee and Security Agreement such Borrower is party to, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (B), (C) and (D) above as of the relevant Commitment Increase Date. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so shall be in the sole discretion of each Lender.

Requests for Increase. Each Borrower shall have the rightThe Company may, at any time after following the Effective Date but prior to the Commitment Termination Date, to propose that effect an increase in the Commitments of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”) by having an Additional Commitment Lender provide a new or additional Commitment hereunder, by notice to the Administrative AgentAgent specifying the amount of the relevant Commitment Increase, specifying each existing Lender (each an “Increasing Lender”the identity of the Additional Commitment Lender(s) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that: (A) each increase shall be in a the minimum amount of at least each Commitment Increase shall be $25,000,000 or a larger multiple of $5,000,000 in excess thereof (or, in each case, in such other amounts as the Administrative Agent may reasonably agree)50,000,000; (B) the aggregate amount of all Commitments outstandingCommitment Increases hereunder, at any given timetogether with all commitment increases after the Effective Date under the Other NYSE Euronext Credit Agreement, shall not exceed $5,152,500,0001,000,000,000; (C) each Assuming Lender shall be consented to by at the Administrative Agent and the Issuing Banks (in each casetime of any such Commitment Increase, which consent shall not be unreasonably withheld or delayed); (D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall would result from the proposed Commitment Increase with respect to any Borrowertherefrom; and (ED) the representations and warranties made by such Borrower and the other members of its Obligor Group contained set forth in this Agreement Article III shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties in Sections 3.01, 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.08 of the Guarantee and Security Agreement such Borrower is party to, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each notice by the Company under this paragraph shall be deemed to constitute a representation and warranty by the Company as to the matters specified in clauses (B), (C) and (D) above as of the relevant Commitment Increase Date. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so shall be in the sole discretion of each Lender.

Requests for Increase. Each The Borrower shall have the rightmay, at any time after the Effective Date but prior to the Commitment Termination Datetime, to propose that the Commitments total Line of a Class Credit Loan Commitment hereunder be increased (each such proposed increase being a “Commitment Increase”) by notice to the Administrative Agent, specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be obligated to provide any increased Commitmentin the sole discretion of each Lender; provided, provided further that: (Aa) each increase shall be in a that the minimum amount of at least the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $25,000,000 5,000,000 or a larger multiple of $5,000,000 in excess thereof (or, in each case, in such other amounts as the Administrative Agent may reasonably agree)1,000,000; (Bb) immediately after giving effect to such Commitment Increase, the aggregate amount of all Commitments outstanding, at any given time, Commitment Increases hereunder shall not exceed $5,152,500,00025,000,000.00; (C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Banks (in each case, which consent shall not be unreasonably withheld or delayed); (Dc) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase with respect to any BorrowerIncrease; and (Ed) the representations and warranties made by such Borrower and the other members of its Obligor Group contained in this Agreement shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties in Sections 3.01, 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.08 of the Guarantee and Security Agreement such Borrower is party to, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Requests for Increase. Each Borrower shall have the rightThe Company may, at any time after following the Effective Date but prior to the Commitment Termination Date, to propose that effect an increase in the Commitments of a Class under either Tranche hereunder be increased (each such proposed increase being a “Commitment Increase”) by having an Additional Commitment Lender provide a new or additional Commitment hereunder, by notice to the Administrative AgentAgent specifying the amount of the relevant Commitment Increase, specifying each existing Lender (each an “Increasing Lender”the identity of the Additional Commitment Lender(s) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date (or, if there shall be more than one Commitment Termination Date at such time, the then latest Commitment Termination Date); provided that no Lender shall be obligated to provide any increased Commitment; provided, further that: (A) each increase shall be in a the minimum amount of at least each Commitment Increase shall be $25,000,000 or a larger multiple of $5,000,000 in excess thereof (or, in each case, in such other amounts as the Administrative Agent may reasonably agree)25,000,000; (B) the aggregate amount of all Commitments outstanding, at any given time, Commitment Increases hereunder shall not exceed $5,152,500,000500,000,000; (C) each Assuming Lender shall be consented to by at the Administrative Agent and the Issuing Banks (in each casetime of any such Commitment Increase, which consent shall not be unreasonably withheld or delayed); (D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall would result from the proposed Commitment Increase with respect to any Borrowertherefrom; and (ED) the representations and warranties made by such Borrower and the other members of its Obligor Group contained set forth in this Agreement Article III shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the any such representations and warranties in Sections 3.01qualified as to materiality, 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.08 of the Guarantee and Security Agreement such Borrower is party to, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each notice by the Company under this paragraph shall be deemed to constitute a representation and warranty by the Company as to the matters specified in clauses (B), (C) and (D) above as of the relevant Commitment Increase Date. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so shall be in the sole discretion of each Lender.

Requests for Increase. Each Borrower shall have the rightThe Company may, at any time after the Effective Date but prior to the Commitment Termination Datetime, to propose that the total Commitments of a Class hereunder be increased (each such proposed increase being a “"Commitment Increase”") by notice to the Administrative Agent, specifying each existing Lender (each an “"Increasing Lender”") and/or each additional lender (each an “"Assuming Lender”") that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “"Commitment Increase Date”"), which shall be a Business Day at least three Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be obligated to provide any increased Commitmentin the sole discretion of each Lender; provided, provided further that: (A) each increase shall be in a that the minimum amount of at least the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $25,000,000 5,000,000 or a larger multiple of $5,000,000 in excess thereof (or, in each case, in such other amounts as the Administrative Agent may reasonably agree)1,000,000; (B) immediately after giving effect to such Commitment Increase, the aggregate amount of all total Commitments outstanding, at any given time, hereunder shall not exceed $5,152,500,000400,000,000; (C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Banks (in each case, which consent shall not be unreasonably withheld or delayed); (D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase with respect to any BorrowerIncrease; and (ED) the representations and warranties made by such Borrower and the other members of its Obligor Group contained in this Agreement shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties in Sections 3.01, 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.08 of the Guarantee and Security Agreement such Borrower is party to, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Requests for Increase. Each Borrower shall have the rightThe Company may, at any time after following the Effective Date but prior to the Commitment Termination Date, to propose that effect an increase in the Commitments of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”) by having an Additional Commitment Lender provide a new or additional Commitment hereunder, by notice to the Administrative AgentAgent specifying the amount of the relevant Commitment Increase, specifying each existing Lender (each an “Increasing Lender”the identity of the Additional Commitment Lender(s) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Datenotice; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that: (A) each increase shall be in a the minimum amount of at least each Commitment Increase shall be $25,000,000 or a larger multiple of $5,000,000 in excess thereof (or, in each case, in such other amounts as the Administrative Agent may reasonably agree)50,000,000; (B) the aggregate amount of all Commitments outstandingCommitment Increases hereunder, at any given timetogether with all commitment increases after the Effective Date under the Other NYSE Euronext Credit Agreement, shall not exceed $5,152,500,0001,000,000,000; (C) each Assuming Lender shall be consented to by at the Administrative Agent and the Issuing Banks (in each casetime of any such Commitment Increase, which consent shall not be unreasonably withheld or delayed); (D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall would result from the proposed Commitment Increase with respect to any Borrowertherefrom; and (ED) the representations and warranties made by such Borrower and the other members of its Obligor Group contained set forth in this Agreement Article III shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties in Sections 3.01, 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.08 of the Guarantee and Security Agreement such Borrower is party to, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each notice by the Company under this paragraph shall be deemed to constitute a representation and warranty by the Company as to the matters specified in clauses (B), (C) and (D) above as of the relevant Commitment Increase Date. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so shall be in the sole discretion of each Lender.

Requests for Increase. Each Borrower shall have the rightDiscover Bank may, at any time after following the Effective Date but prior to the Commitment Termination Date, to propose that effect an increase in the Commitments of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”) by having one or more Additional Commitment Lenders provide new or additional Commitments hereunder, by notice to the Administrative AgentAgent specifying the amount of the relevant Commitment Increase, specifying each existing Lender (each an “Increasing Lender”the identity of the Additional Commitment Lender(s) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date (or, if at such time, there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date); provided that no Lender shall be obligated to provide any increased Commitment; provided, further that: (A) each increase shall be in a the minimum amount of at least each Commitment Increase shall be $25,000,000 or a larger multiple of $5,000,000 in excess thereof (or, in each case, in such other amounts as the Administrative Agent may reasonably agree)25,000,000; (B) immediately after giving effect to any Commitment Increase, the aggregate amount of all Commitments outstanding, at any given time, hereunder shall not exceed $5,152,500,0003,750,000,000; (C) each Assuming Lender shall be consented to by at the Administrative Agent and the Issuing Banks (in each casetime of any such Commitment Increase, which consent shall not be unreasonably withheld or delayed); (D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall would result from the proposed Commitment Increase with respect to any Borrowertherefrom; and (ED) the representations and warranties made by such Borrower set forth in Article III and in the other members of its Obligor Group contained in this Agreement Loan Documents shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties in Sections 3.01, 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.08 of the Guarantee and Security Agreement such Borrower is party to, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each notice by Discover Bank under this paragraph shall be deemed to constitute a representation and warranty by the Borrowers as to the matters specified in clauses (B), (C) and (D) above as of the relevant Commitment Increase Date. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so shall be in the sole discretion of each Lender.

Requests for Increase. Each Borrower shall have the rightGEO may, from time to time at any time after the Effective Date but prior to the Revolving Credit Commitment Termination Date, to propose that the Revolving Credit Commitments of a Class hereunder be increased (each such proposed increase being a “Revolving Credit Commitment Increase”) by notice to the Administrative Agent, specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed (in its sole discretion) to an additional increase or to assume a Revolving Credit Commitment and the date on which such increase or assumption is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Revolving Credit Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that: (A) each the minimum amount of any such increase shall be in a minimum amount of at least (1) $25,000,000 20,000,000 or a larger multiple of $1,000,000 or (2) any other amount consented to by the Administrative Agent, and the minimum amount of the Revolving Credit Commitment of any Assuming Lender, and the minimum amount of the increase of the Revolving Credit Commitment of any Increasing Lender, as part of such Revolving Credit Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000 in excess thereof (or, in each case, in such other amounts as the Administrative Agent may reasonably agree)thereof; (B) the aggregate principal amount of all Incremental Term Loan Commitments outstanding, at any given time, established after the Restatement Effective Date plus the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the Restatement Effective Date shall not exceed $5,152,500,000350,000,000; (C) each Assuming Lender GEO shall be consented have delivered to by the Administrative Agent and the Issuing Banks (in each case, which consent shall not be unreasonably withheld or delayed); (D) no Default or Event a certificate of Default shall have occurred and be continuing GEO stating on such Commitment Increase Date or shall result from the proposed Commitment Increase with respect to any Borrower; and that (Ei) no Default has occurred and is continuing and (ii) the representations and warranties made by such Borrower and the other members of its Obligor Group contained in this Agreement shall be are true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties in Sections 3.01, 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.08 of the Guarantee and Security Agreement such Borrower is party to, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (D) each Assuming Lender shall be acceptable to the Administrative Agent, each Issuing Lender and each Swingline Lender in the reasonable exercise of their discretion.

Requests for Increase. Each The Borrower shall have the rightmay, at any time after following the Effective Date but prior to the Commitment Termination Date, to propose that effect an increase in the Commitments of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”) by having one or more Additional Commitment Lenders provide new or additional Commitments hereunder, by notice to the Administrative AgentAgent specifying the amount of the relevant Commitment Increase, specifying each existing Lender (each an “Increasing Lender”the identity of the Additional Commitment Lender(s) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date (or, if at such time, there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date); provided that no Lender shall be obligated to provide any increased Commitment; provided, further that: (A) each increase shall be in a the minimum amount of at least each Commitment Increase shall be $25,000,000 or a larger multiple of $5,000,000 in excess thereof (or, in each case, in such other amounts as the Administrative Agent may reasonably agree)25,000,000; (B) immediately after giving effect to any Commitment Increase, the aggregate amount of all Commitments outstanding, at any given time, hereunder shall not exceed $5,152,500,0002,000,000,000; (C) each Assuming Lender shall be consented to by at the Administrative Agent and the Issuing Banks (in each casetime of any such Commitment Increase, which consent shall not be unreasonably withheld or delayed); (D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall would result from the proposed Commitment Increase with respect to any Borrowertherefrom; and (ED) the representations and warranties made by such Borrower set forth in Article IV and in the other members of its Obligor Group contained in this Agreement Loan Documents shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties in Sections 3.01, 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.08 of the Guarantee and Security Agreement such Borrower is party to, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (B), (C) and (D) above as of the relevant Commitment Increase Date. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so shall be in the sole discretion of each Lender.

Requests for Increase. Each Borrower shall have the rightThe Company may, at any time after the Effective Date but prior to the Commitment Termination Datetime, to propose that the total Commitments of a Class hereunder be increased (each such proposed increase being a “"Commitment Increase”") by notice to the Administrative Agent, specifying each existing Lender (each an “"Increasing Lender”") and/or each additional lender (each an “"Assuming Lender”") that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “"Commitment Increase Date”"), which shall be a Business Day at least three Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be obligated to provide any increased Commitmentin the sole discretion of each Lender; provided, provided further that: (A) each increase shall be in a that the minimum amount of at least the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $25,000,000 5,000,000 or a larger multiple of $5,000,000 in excess thereof (or, in each case, in such other amounts as the Administrative Agent may reasonably agree)1,000,000; (B) immediately after giving effect to such Commitment Increase, the aggregate amount of all Commitments outstanding, at any given time, Commitment Increases hereunder shall not exceed $5,152,500,00050,000,000; (C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Banks (in each case, which consent shall not be unreasonably withheld or delayed); (D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase with respect to any BorrowerIncrease; and (ED) the representations and warranties made by such Borrower and the other members of its Obligor Group contained in this Agreement shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties in Sections 3.01, 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.08 of the Guarantee and Security Agreement such Borrower is party to, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Requests for Increase. Each Borrower shall have the rightGEO may, from time to time at any time after the Effective Date but prior to the Revolving Credit Commitment Termination Date, to propose that the Revolving Credit Commitments of a Class hereunder be increased (each such proposed increase being a “Revolving Credit Commitment Increase”) by notice to the Administrative Agent, specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed (in its sole discretion) to an additional increase or to assume a Revolving Credit Commitment and the date on which such increase or assumption is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Revolving Credit Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that: (A) each the minimum amount of any such increase shall be in a minimum amount of at least (1) $25,000,000 20,000,000 or a larger multiple of $1,000,000 or (2) any other amount consented to by the Administrative Agent, and the minimum amount of the Revolving Credit Commitment of any Assuming Lender, and the minimum amount of the increase of the Revolving Credit Commitment of any Increasing Lender, as part of such Revolving Credit Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000 in excess thereof (or, in each case, in such other amounts as the Administrative Agent may reasonably agree)thereof; (B) the aggregate principal amount of all Incremental Term Loan Commitments outstanding, at any given time, established after the Second Restatement Effective Date plus the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the Second Restatement Effective Date shall not exceed $5,152,500,000350,000,000; (C) each Assuming Lender GEO shall be consented have delivered to by the Administrative Agent and the Issuing Banks (in each case, which consent shall not be unreasonably withheld or delayed); (D) no Default or Event a certificate of Default shall have occurred and be continuing GEO stating on such Commitment Increase Date or shall result from the proposed Commitment Increase with respect to any Borrower; and that (Ei) no Default has occurred and is continuing and (ii) the representations and warranties made by such Borrower and the other members of its Obligor Group contained in this Agreement shall be are true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties in Sections 3.01, 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.08 of the Guarantee and Security Agreement such Borrower is party to, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (D) each Assuming Lender shall be acceptable to the Administrative Agent, each RCF LC Issuer and each Swingline Lender in the reasonable exercise of their discretion.

Requests for Increase. Each Borrower shall have the rightThe Company may, at any time after the Effective Date but prior to the Commitment Termination Datetime, to propose that the total Commitments of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”) by notice to the Administrative Agent, specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that (i) no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be obligated in the sole discretion of each Lender and (ii) no consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to provide any increased Commitmentthis Section 2.08(e)); provided, further providedfurther that: (A) each increase shall be in a the minimum amount of at least the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $25,000,000 5,000,000 or a larger multiple of $5,000,000 in excess thereof (or, in each case, in such other amounts as the Administrative Agent may reasonably agree)1,000,000; (B) immediately after giving effect to such Commitment Increase, the aggregate amount of all Commitments outstanding, at any given time, Commitment Increases hereunder shall not exceed $5,152,500,00050,000,000; (C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Banks (in each case, which consent shall not be unreasonably withheld or delayed); (D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase with respect to any BorrowerIncrease; and (ED) the representations and warranties made by such Borrower and the other members of its Obligor Group contained in this Agreement shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties in Sections 3.01, 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.08 of the Guarantee and Security Agreement such Borrower is party to, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date; provided that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects).