Common use of Right to Increase Commitments Clause in Contracts

Right to Increase Commitments. Provided that there is no Event of Default or Potential Default, if the Borrower wishes to increase the Revolving Credit Commitments, the Borrower shall notify the Agent thereof, provided that any such increase shall be in a minimum of $10,000,000.00 and the aggregate of all such increases in the Revolving Credit Commitments shall not exceed $50,000,000.00 from and after the Closing Date. Each Lender shall have the right at any time within fifteen (15) days following such notice to increase its respective Revolving Credit Commitment so as to provide such added commitment pro rata in accordance with such Lender's Ratable Share, and any portion of such requested increase that is not provided by any Lender shall: (a) first be available to the other Lenders pro rata in accordance with their Ratable Share, (b) next be available to the other Lenders in such a manner as the Borrower, the Agent and those Lenders shall agree, and (c) thereafter, to the extent not provided by the Lenders, to any additional bank proposed by the Borrower, which is approved by the Agent (which approval shall not be unreasonably withheld) and that becomes a party to this Agreement pursuant to Section 11.11 [Successors and Assigns; Joinder of a Lender]. In the event of any such increase in the aggregate Revolving Credit Commitments effected pursuant to the terms of this Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters of Credit Outstanding and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Section, new Notes shall, to the extent necessary, be executed and delivered by the Borrower in exchange for the surrender of the existing Notes and the Agent shall amend Schedule 1.1(B) to reflect such increase in Commitments. No Lender shall have any obligation to increase its Revolving Credit Commitment pursuant to this Section.

Right to Increase Commitments. Provided that (i) there is no not continuing any Event of Default (other than any Aerostructures Filing Event of Default) or Potential Default (other than a Potential Default in respect of any Aerostructures Filing Event of Default) and (ii) the Covenant Restriction Period is not in effect, then if the Borrower wishes Borrowers wish to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrower Borrowers, shall notify the Administrative Agent thereof, provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000.00 10,000,000 and the aggregate a maximum of all such increases in the Revolving Credit Commitments shall not exceed $50,000,000.00 from and after the Closing Date350,000,000. Each Lender Bank shall have the right at any time within fifteen thirty (1530) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such Lender's Bank’s Ratable ShareShare of the Revolving Credit Commitments and/or the Term Loan Commitments, as the case may be, and any portion of such requested increase that which is not provided by any Lender shall: (a) first Bank shall be available to the other Lenders pro rata in accordance with their Ratable Share, (b) next be available to the other Lenders in such a manner as the Borrower, the Agent and those Lenders shall agreeBanks, and (c) thereafter, to the extent not provided by the LendersBanks, to any additional bank (for purposes of this section, an “Additional Bank”) proposed by the BorrowerTGI, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and that which becomes a party to this Agreement pursuant to Section 11.11 [Successors and Assigns; Joinder of a Lender]11.11. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters of Credit Outstanding and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Sectionsubsection 2.1.2, new Notes shall, to the extent necessary, be executed and delivered by the Borrower Borrowers in exchange for the surrender of the existing Notes and the Agent shall amend Schedule 1.1(B) Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to reflect any such increase, then simultaneously with such increase in Commitments. No Lender shall have any obligation to increase (i) each such Bank increasing its Revolving Credit Commitment Commitments (for purposes of this section, an “Increasing Bank”), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this SectionSection 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increase.

Right to Increase Commitments. Provided that there is no Event of Default or Potential Default, if the Borrower wishes to increase the Revolving Credit Commitments, the Borrower shall notify the Agent thereof, provided that any such increase shall be in a minimum of $10,000,000.00 5,000,000 and the aggregate of all such increases in the Revolving Credit Commitments shall not exceed $50,000,000.00 100,000,000 from and after the Closing Date. Each Lender shall have the right at any time within fifteen (15) days following such notice to increase its respective Revolving Credit Commitment so as to provide such added commitment pro rata in accordance with such Lender's ’s Ratable Share, and any portion of such requested increase that is not provided by any Lender shall: (ai) first be available to the other Lenders pro rata in accordance with their Ratable Share, (bii) next be available to the other Lenders in such a manner as the Borrower, the Agent and those Lenders shall agree, and (ciii) thereafter, to the extent not provided by the Lenders, to any additional bank proposed by the Borrower, which is approved by the Agent (which approval shall not be unreasonably withheld) and that becomes a party to this Agreement pursuant to Section 11.11 [Successors and Assigns; Joinder of a Lender]. In the event of any such increase in the aggregate Revolving Credit Commitments effected pursuant to the terms of this Section 2.11Section, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's ’s indemnity obligations set forth in Section 5.6.2 5.6.5 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters Letter of Credit Outstanding Outstandings and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Section, new Notes shall, to the extent necessary, be executed and delivered by the Borrower in exchange for the surrender of the existing Notes and the Agent shall amend Schedule 1.1(B) to reflect such increase in Commitments. No Lender shall have any obligation to increase its Revolving Credit Commitment pursuant to this Section. In addition, Borrower shall deliver to Agent a Secretary’s Certificate, including resolutions, a confirmation of Guaranty Agreement executed by the Guarantors, a legal opinion and such other documentation as the Agent reasonably may require, all of which shall be in form and substance satisfactory to the Agent.

Right to Increase Commitments. Provided that So long as there is no not continuing any Event of Default or Potential Default, then if the Borrower wishes Borrowers wish to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrower Borrowers, shall notify the Administrative Agent thereof, ; provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000.00 10,000,000 and the aggregate a maximum of all such increases in $350,000,000; provided further that, with respect to any increase to the Revolving Credit Commitments shall not exceed $50,000,000.00 from and after occurring within six (6) months following the Closing Ninth Amendment Effective Date. Each Lender shall have , immediately prior to such increase, the Borrowers must first exercise their right at any time within fifteen (15) days following such notice pursuant to increase its respective Section 5.4.3 to reduce permanently the Revolving Credit Commitment so as Commitments in an amount equal to provide such added commitment pro rata in accordance with such Lender's Ratable Share, and any increase. Any portion of such requested increase that is not provided by any Lender shall: (a) first shall be available to the other Lenders pro rata in accordance with their Ratable Share, (b) next be available to the other Lenders in such a manner as the Borrower, the Agent and those Lenders shall agree, and (c) thereafter, to the extent not provided by the Lenders, to any additional bank (for purposes of this section, an “Additional Bank”) proposed by the BorrowerTGI, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and that which becomes a party to this Agreement pursuant to Section 11.11 [Successors and Assigns; Joinder of a Lender]11.11. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters of Credit Outstanding and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Sectionsubsection 2.1.2, new Notes shall, to the extent necessary, be executed and delivered by the Borrower Borrowers in exchange for the surrender of the existing Notes and the Agent shall amend Schedule 1.1(B) Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to reflect any such increase, then simultaneously with such increase in Commitments. No Lender shall have any obligation to increase (i) each Bank increasing its Revolving Credit Commitment Commitments (for purposes of this section, an “Increasing Bank”), each Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this SectionSection 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increase.

Right to Increase Commitments. Provided that there is no not continuing any Event of Default or Potential Default, if the Borrower wishes Borrowers wish to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrower Borrowers, shall notify the Administrative Agent thereof, provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000.00 10,000,000 and the aggregate a maximum of all such increases in the Revolving Credit Commitments shall not exceed $50,000,000.00 from and after the Closing Date350,000,000. Each Lender Bank shall have the right at any time within fifteen thirty (1530) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such LenderBank's Ratable ShareShare of the Revolving Credit Commitments and/or the Term Loan Commitments, as the case may be, and any portion of such requested increase that which is not provided by any Lender shall: (a) first Bank shall be available to the other Lenders pro rata in accordance with their Ratable Share, (b) next be available to the other Lenders in such a manner as the Borrower, the Agent and those Lenders shall agreeBanks, and (c) thereafter, to the extent not provided by the LendersBanks, to any additional bank (for purposes of this section, an "Additional Bank") proposed by the BorrowerTGI, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and that which becomes a party to this Agreement pursuant to Section 11.11 [Successors and Assigns; Joinder of a Lender]11.11. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters of Credit Outstanding and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Sectionsubsection 2.1.2, new Notes shall, to the extent necessary, be executed and delivered by the Borrower Borrowers in exchange for the surrender of the existing Notes and the Agent shall amend Schedule 1.1(B) Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to reflect any such increase, then simultaneously with such increase in Commitments. No Lender shall have any obligation to increase (i) each such Bank increasing its Revolving Credit Commitment Commitments (for purposes of this section, an "Increasing Bank"), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this SectionSection 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increase.

Right to Increase Commitments. Provided that there is no not continuing any Event of Default or Potential Default, if the Borrower wishes Borrowers wish to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrower Borrowers, shall notify the Administrative Agent thereof, provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000.00 10,000,000 and the aggregate a maximum of all such increases in the Revolving Credit Commitments shall not exceed $50,000,000.00 from and after the Closing Date250,000,000. Each Lender Bank shall have the right at any time within fifteen thirty (1530) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such LenderBank's Ratable ShareShare of the Revolving Credit Commitments and/or the Term Loan Commitments, as the case may be, and any portion of such requested increase that which is not provided by any Lender shall: (a) first Bank shall be available to the other Lenders pro rata in accordance with their Ratable Share, (b) next be available to the other Lenders in such a manner as the Borrower, the Agent and those Lenders shall agreeBanks, and (c) thereafter, to the extent not provided by the LendersBanks, to any additional bank (for purposes of this section, an "Additional Bank") proposed by the BorrowerTGI, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and that which becomes a party to this Agreement pursuant to Section 11.11 [Successors and Assigns; Joinder of a Lender]11.11. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters of Credit Outstanding and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Sectionsubsection 2.1.2, new Notes shall, to the extent necessary, be executed and delivered by the Borrower Borrowers in exchange for the surrender of the existing Notes and the Agent shall amend Schedule 1.1(B) Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to reflect any such increase, then simultaneously with such increase in Commitments. No Lender shall have any obligation to increase (i) each such Bank increasing its Revolving Credit Commitment Commitments (for purposes of this section, an "Increasing Bank"), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this SectionSection 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increase.

Right to Increase Commitments. Provided that there is no Event of Default or Potential Default, if the Borrower wishes to increase the Revolving Credit Commitments, the Borrower shall notify the Agent thereof, provided that any such increase shall be in a minimum of $10,000,000.00 15,000,000.00 and the aggregate of all such increases in the Revolving Credit Commitments shall not exceed $50,000,000.00 from and after the Closing Date. Each Lender shall have the right at any time within fifteen (15) days following such notice to increase its respective Revolving Credit Commitment so as to provide such added commitment pro rata in accordance with such Lender's PRNI 645261v4 Ratable Share, and any portion of such requested increase that is not provided by any Lender shall: (a) first be available to the other Lenders pro rata in accordance with their Ratable Share, (b) next be available to the other Lenders in such a manner as the Borrower, the Agent and those Lenders shall agree, and (c) thereafter, to the extent not provided by the Lenders, to any additional bank proposed by the Borrower, which is approved by the Agent (which approval shall not be unreasonably withheld) and that becomes a party to this Agreement pursuant to Section 11.11 [Successors and Assigns; Joinder of a Lender]. In the event of any such increase in the aggregate Revolving Credit Commitments effected pursuant to the terms of this Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 5.6.5 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters Letter of Credit Outstanding Obligations and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Section, new Notes shall, to the extent necessary, be executed and delivered by the Borrower in exchange for the surrender of the existing Notes and the Agent shall amend Schedule 1.1(B) to reflect such increase in Commitments. No Lender shall have any obligation to increase its Revolving Credit Commitment pursuant to this Section.

Right to Increase Commitments. Provided that there is no Event of Default or Potential Default, if the Borrower wishes to increase the Revolving Credit Commitments, the Borrower shall notify the Agent thereof, provided that any such increase shall be in a minimum of $10,000,000.00 15,000,000.00 and the aggregate of all such increases in the Revolving Credit Commitments shall not exceed $50,000,000.00 from and after the Closing Date. Each Lender shall have the right at any time within fifteen (15) days following such notice to increase its respective Revolving Credit Commitment so as to provide such added commitment pro rata in accordance with such Lender's Ratable Share, and any portion of such requested increase that is not provided by any Lender shall: (a) first be available to the other Lenders pro rata in accordance with their Ratable Share, (b) next be available to the other Lenders in such a manner as the Borrower, the Agent and those Lenders shall agree, and (c) thereafter, to the extent not provided by the Lenders, to any additional bank proposed by the Borrower, which is approved by the Agent (which approval shall not be unreasonably withheld) and that becomes a party to this Agreement pursuant to Section 11.11 [Successors and Assigns; Joinder of a Lender]. In the event of any such increase in the aggregate Revolving Credit Commitments effected pursuant to the terms of this Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 5.6.5 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters Letter of Credit Outstanding Obligations and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Section, new Notes shall, to the extent necessary, be executed and delivered by the Borrower in exchange for the surrender of the existing Notes and the Agent shall amend Schedule 1.1(B) to reflect such increase in Commitments. No Lender shall have any obligation to increase its Revolving Credit Commitment pursuant to this Section.

Right to Increase Commitments. Provided that At any time prior to the Twelfth Amendment Effective Date, so long as there is no not continuing any Event of Default or Potential Default, then if the Borrower wishes Borrowers wish to increase the Revolving Credit Commitments, TGI, as agent for the Borrower Borrowers, shall notify the Administrative Agent thereofthereof and each Bank (other than any Non-Extending Bank) may, but shall not be obligated to, provide such requested increase; provided that any such increase shall be a one-time increase and shall be in a minimum of $10,000,000.00 10,000,000 and the aggregate a maximum of all such increases in the Revolving Credit Commitments shall not exceed $50,000,000.00 from and after the Closing Date200,000,000. Each Lender shall have the right at any time within fifteen (15) days following such notice to increase its respective Revolving Credit Commitment so as to provide such added commitment pro rata in accordance with such Lender's Ratable Share, and any Any portion of such requested increase that is not provided by any Lender shall: (a) first shall be available to the other Lenders pro rata in accordance with their Ratable Share, (b) next be available to the other Lenders in such a manner as the Borrower, the Agent and those Lenders shall agree, and (c) thereafter, to the extent not provided by the Lenders, to any additional bank (for purposes of this section, an “Additional Bank”) proposed by the BorrowerTGI, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and that which becomes a party to this Agreement pursuant to Section 11.11 [Successors and Assigns; Joinder of a Lender]11.11. In the event of any such increase in the aggregate Revolving Credit Commitments effected pursuant to the terms of this Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters of Credit Outstanding and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Sectionsubsection 2.1.2, new Notes shall, to the extent necessary, be executed and delivered by the Borrower Borrowers in exchange for the surrender of the existing Notes and the Agent shall amend Schedule 1.1(B) Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to reflect any such increase, then simultaneously with such increase in Commitments. No Lender shall have any obligation to increase (i) each Bank increasing its Revolving Credit Commitment Commitments (for purposes of this section, an “Increasing Bank”), each Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this Section.Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. NAI-0000000000v6

Right to Increase Commitments. Provided that there is no Event of Default or Potential Default, if on or after the First Amendment Effective Date the Borrower wishes to increase the Revolving Credit Commitments, the Borrower shall notify the Administrative Agent thereof, provided that any such increase shall be in a minimum of $10,000,000.00 25,000,000 and the aggregate of all such increases in the Revolving Credit Commitments shall not exceed $50,000,000.00 from and after the Closing Date100,000,000. Each Lender The increased commitments shall have the right at any time within fifteen (15) days following such notice to increase its respective Revolving Credit Commitment so as to provide such added commitment pro rata in accordance with such Lender's Ratable Share, and any portion of such requested increase that is not provided by any Lender shall: (a) first be available to the other Lenders pro rata in accordance with their Ratable Share, (b) next be available to the other Lenders in such a manner as the Borrower, the Agent Banks and those Lenders shall agree, and (c) thereafter, to the extent not provided by the Lenders, to any additional bank proposed by the Borrower, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and allocated in such a manner as the Borrower, the Administrative Agent and those increasing Banks and new banks shall agree, provided, however, that becomes each new bank shall become a party to this Agreement pursuant to Section 11.11 10.11 [Successors and Assigns; Joinder of a Lender]. In the event of any such increase in the aggregate Revolving Credit Commitments effected pursuant to the terms of this Section 2.112.10, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters of Credit Outstanding and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Section, new Notes shall, to the extent necessary, be executed and delivered by the Borrower in exchange for the surrender of the existing Notes Revolving Credit Notes. Without limiting the generality of Section 7.1.12 [Collateral; Further Assurances], in the event the Borrower exercises its rights under this Section 2.10, the Borrower shall and shall cause each Loan Party, at its expense and within sixty (60) days following the Agent shall amend Schedule 1.1(B) date of the increase of the Revolving Credit Commitments, to execute, deliver and record amendments to each Mortgage (with such amendments to be in form and substance reasonably satisfactory to the Administrative Agent), to reflect any such increase in Commitments. No Lender shall have any obligation to increase its the Revolving Credit Commitment pursuant to this SectionCommitments as required by applicable Law or as the Administrative Agent, in its reasonable discretion, may require.”

Right to Increase Commitments. Provided that So long as there is no not continuing any Event of Default or Potential Default, then if the Borrower wishes Borrowers wish to increase the Revolving Credit Commitments, TGI, as agent for the Borrower Borrowers, shall notify the Administrative Agent thereof, ; provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000.00 10,000,000 and the aggregate a maximum of all such increases in the Revolving Credit Commitments shall not exceed $50,000,000.00 from and after the Closing Date200,000,000. Each Lender shall have the right at any time within fifteen (15) days following such notice to increase its respective Revolving Credit Commitment so as to provide such added commitment pro rata in accordance with such Lender's Ratable Share, and any Any portion of such requested increase that is not provided by any Lender shall: (a) first shall be available to the other Lenders pro rata in accordance with their Ratable Share, (b) next be available to the other Lenders in such a manner as the Borrower, the Agent and those Lenders shall agree, and (c) thereafter, to the extent not provided by the Lenders, to any additional bank (for purposes of this section, an “Additional Bank”) proposed by the BorrowerTGI, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and that which becomes a party to this Agreement pursuant to Section 11.11 [Successors and Assigns; Joinder of a Lender]11.11. In the event of any such increase in the aggregate Revolving Credit Commitments Commitments, effected pursuant to the terms of this Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters of Credit Outstanding and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Sectionsubsection 2.1.2, new Notes shall, to the extent necessary, be executed and delivered by the Borrower Borrowers in exchange for the surrender of the existing Notes and the Agent shall amend Schedule 1.1(B) Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to reflect any such increase, then simultaneously with such increase in Commitments. No Lender shall have any obligation to increase (i) each Bank increasing its Revolving Credit Commitment Commitments (for purposes of this section, an “Increasing Bank”), each Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this SectionSection 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2.

Right to Increase Commitments. Provided that there is no Event of Default or Potential Default, if the Borrower wishes to increase the Revolving Credit Commitments, the Borrower shall notify the Agent thereof, provided that any such increase shall be in a minimum of $10,000,000.00 5,000,000 and the aggregate of all such increases in the Revolving Credit Commitments shall not exceed $50,000,000.00 100,000,000 from and after the Closing Date. Each Lender Bank shall have the right at any time within fifteen (15) days following such notice to increase its respective Revolving Credit Commitment so as to provide such added commitment pro rata in accordance with such LenderBank's Ratable Share, and any portion of such requested increase that is not provided by any Lender Bank shall: (ai) first be available to the other Lenders Banks pro rata in accordance with their Ratable Share, (bii) next be available to the other Lenders Banks in such a manner as the Borrower, the Agent and those Lenders Banks shall agree, and (ciii) thereafter, to the extent not provided by the LendersBanks, to any additional bank proposed by the Borrower, which is approved by the Agent (which approval shall not be unreasonably withheld) and that becomes a party to this Agreement pursuant to Section 11.11 [Successors and Assigns; Joinder of a LenderBank]. In the event of any such increase in the aggregate Revolving Credit Commitments effected pursuant to the terms of this Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters of Credit Outstanding and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Section, new Notes shall, to the extent necessary, be executed and delivered by the Borrower in exchange for the surrender of the existing Notes Notes. In addition, Borrower shall deliver to Agent a Secretary's Certificate, including resolutions, a confirmation of Guaranty Agreement executed by the Guarantors, a legal opinion and such other documentation as the Agent reasonably may require, all of which shall amend Schedule 1.1(B) be in form and substance satisfactory to reflect such increase in Commitments. No Lender shall have any obligation to increase its Revolving Credit Commitment pursuant to this Sectionthe Agent.

Right to Increase Commitments. Provided that there is no Event of Default or Potential Default, if the Borrower wishes to increase the Revolving Credit Commitments or the 364-Day Revolving Credit Commitments, the Borrower shall notify the Agent thereof, provided that any such increase shall be in a minimum of $10,000,000.00 10,000,000 and the aggregate of all such increases in the Revolving Credit Commitments shall not exceed $50,000,000.00 20,000,000 from and after the Closing Date. Each Lender Bank shall have the right at any time within fifteen thirty (1530) days following such notice to increase its respective Revolving Credit Commitment so as to provide such added commitment pro rata in accordance with such Lender's Bank’s Revolving Credit Ratable ShareShare in the case of increases in the Revolving Credit Commitments and in accordance with such Bank’s 364-Day Revolving Credit Ratable Share in the case of increases in the 364-Day Revolving Credit Commitments, and any portion of such requested increase that is not provided by any Lender Bank shall: (ai) first be available to the other Lenders Banks pro rata in accordance with their Revolving Credit Ratable ShareShare in the case of increases in the Revolving Credit Commitments and in accordance with such Bank’s 364-Day Revolving Credit Ratable Share in the case of increases in the 364-Day Revolving Credit Commitments, (bii) next be available to the other Lenders Banks in such a manner as the Borrower, the Agent and those Lenders Banks shall agree, and (ciii) thereafter, to the extent not provided by the LendersBanks, to any additional bank proposed by the Borrower, which is approved by the Agent (which approval shall not be unreasonably withheld) and that becomes a party to this Agreement pursuant to Section 11.11 [Successors and Assigns; Joinder of a Lender]. In the event of any such increase in the aggregate Revolving Credit Commitments effected pursuant to the terms of this Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters of Credit Outstanding and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Sectionsubsection 2.12, new Notes shall, to the extent necessary, be executed and delivered by the Borrower in exchange for the surrender of the existing Notes Notes. It is acknowledged and agreed that pursuant to the Agent shall amend Schedule 1.1(B) to reflect Consent (once such increase Consent has been executed and is effective in Commitments. No Lender shall accordance with the terms thereof), the Borrower will have any obligation exercised its one-time right to increase its Revolving Credit Commitment pursuant to the Commitments in accordance with this Sectionsubsection 2.12.

Right to Increase Commitments. Provided that there is no Event of Default or Potential Default, if the Borrower wishes to increase the Revolving Credit Commitments or the 364-Day Revolving Credit Commitments, the Borrower shall notify the Agent thereof, provided that any such increase shall be in a minimum of $10,000,000.00 10,000,000 and the aggregate of all such increases in the Revolving Credit Commitments shall not exceed $50,000,000.00 20,000,000 from and after the Closing Date. Each Lender Bank shall have the right at any time within fifteen thirty (1530) days following such notice to increase its respective Revolving Credit Commitment so as to provide such added commitment pro rata in accordance with such LenderBank's Revolving Credit Ratable ShareShare in the case of increases in the Revolving Credit Commitments and in accordance with such Bank's 364-Day Revolving Credit Ratable Share in the case of increases in the 364-Day Revolving Credit Commitments, and any portion of such requested increase that is not provided by any Lender shall: (a) first Bank shall be available to the other Lenders Banks pro rata in accordance with their Revolving Credit Ratable Share, (b) next be available to Share in the other Lenders case of increases in the Revolving Credit Commitments and in accordance with such a manner as Bank's 364-Day Revolving Credit Ratable Share in the Borrower, case of increases in the Agent and those Lenders shall agree364-Day Revolving Credit Commitments, and (c) thereafter, to the extent not provided by the LendersBanks, to any additional bank proposed by the Borrower, which is approved by the Agent (which approval shall not be unreasonably withheld) and that becomes a party to this Agreement pursuant to Section 11.11 [Successors and Assigns; Joinder of a Lender]. In the event of any such increase in the aggregate Revolving Credit Commitments effected pursuant to the terms of this Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters of Credit Outstanding and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Sectionsubsection 2.12, new Notes shall, to the extent necessary, be executed and delivered by the Borrower in exchange for the surrender of the existing Notes and the Agent shall amend Schedule 1.1(B) to reflect such increase in Commitments. No Lender shall have any obligation to increase its Revolving Credit Commitment pursuant to this SectionNotes.

Right to Increase Commitments. Provided that there is no not continuing any Event of Default or Potential Default, if the Borrower wishes Borrowers wish to increase the Revolving Credit Commitments, TGI, as agent for the Borrower Borrowers, shall notify the Administrative Agent thereof, provided that any such increase shall be a one time increase and shall be in a minimum of $10,000,000.00 10,000,000 and the aggregate a maximum of all such increases in the Revolving Credit Commitments shall not exceed $50,000,000.00 from and after the Closing Date50,000,000. Each Lender Bank shall have the right at any time within fifteen thirty (1530) days following such notice to increase its respective Revolving Credit Commitment so as to provide such added commitment pro rata in accordance with such LenderBank's Ratable Share, and any portion of such requested increase that which is not provided by any Lender shall: (a) first Bank shall be available to the other Lenders pro rata in accordance with their Ratable Share, (b) next be available to the other Lenders in such a manner as the Borrower, the Agent and those Lenders shall agreeBanks, and (c) thereafter, to the extent not provided by the LendersBanks, to any additional bank (for purposes of this section, an "Additional Bank") proposed by the BorrowerTGI, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and that which becomes a party to this Agreement pursuant to Section 11.11 [Successors and Assigns; Joinder of a Lender]10.11. In the event of any such increase in the aggregate Revolving Credit Commitments effected pursuant to the terms of this Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters of Credit Outstanding and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Sectionsubsection 2.1.2, new Notes shall, to the extent necessary, be executed and delivered by the Borrower Borrowers in exchange for the surrender of the existing Notes and the Agent shall amend Schedule 1.1(B) Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to reflect any such increase, then simultaneously with such increase in Commitments. No Lender shall have any obligation to increase (i) each such Bank increasing its Revolving Credit Commitment Commitments (for purposes of this section, and "Increasing Bank"), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this SectionSection 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 4.5.2.

Right to Increase Commitments. Provided that there is no Event of Default or Potential Default, if on or after the Non-Extended Expiration Date, the Borrower wishes to increase the Revolving Credit Commitments, the Borrower shall notify the Administrative Agent thereof, provided that any such increase shall be in a minimum of $10,000,000.00 and 10,000,000 and, after giving effect to such increase, the aggregate of all such increases in the Revolving Credit Commitments shall not exceed $50,000,000.00 from and after the Closing Date800,000,000. Each Lender The increased commitments shall have the right at any time within fifteen (15) days following such notice to increase its respective Revolving Credit Commitment so as to provide such added commitment pro rata in accordance with such Lender's Ratable Share, and any portion of such requested increase that is not provided by any Lender shall: (a) first be available to the other Lenders pro rata in accordance with their Ratable Share, (b) next be available to the other Lenders in such a manner as the Borrower, the Agent Banks and those Lenders shall agree, and (c) thereafter, to the extent not provided by the Lenders, to any additional bank proposed by the Borrower, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and allocated in such a manner as the Borrower, the Administrative Agent and those increasing Banks and new banks shall agree, provided, however, that becomes each new bank shall become a party to this Agreement pursuant to Section 11.11 10.11 [Successors and Assigns; Joinder of a Lender]. In the event of any such increase in the aggregate Revolving Credit Commitments effected pursuant to the terms of this Section 2.112.10, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters of Credit Outstanding and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Section, new Notes shall, to the extent necessary, be executed and delivered by the Borrower in exchange for the surrender of the existing Notes Revolving Credit Notes. Without limiting the generality of Section 7.1.12 [Collateral; Further Assurances], in the event the Borrower exercises its rights under this Section 2.10, the Borrower shall and shall cause each Loan Party, at its expense and within ninety (90) days following the Agent shall amend Schedule 1.1(B) date of the increase of the Revolving Credit Commitments, to execute, deliver and record amendments to each Mortgage (with such amendments to be in form and substance reasonably satisfactory to the Administrative Agent), to reflect any such increase in Commitments. No Lender shall have any obligation to increase its the Revolving Credit Commitment pursuant to this SectionCommitments as required by applicable Law or as the Administrative Agent, in its reasonable discretion, may require.” (iv) The following new Section 2.11 shall be inserted in Article 2 in numeric order: