Common use of Additional Loans Clause in Contracts

Additional Loans. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Closing Date to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent (an “Increase Request”); provided, however, that after giving effect to any such increases, the aggregate amount of the Loans shall not exceed $500,000,000 (as reduced by any payments of the principal amount of the Facility). Each such Increase Request must be an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, and the allocations of the increase, among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent governing, among other things, the syndication of such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are made. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans or provide a new Loan, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee.

Additional Loans. (a) The Subject to the terms and conditions set forth herein, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the right at any time and from time to time during the period beginning on from the Closing Effective Date until the date one Business Day prior to the Maturity Date Termination Date, to request additional Loans by providing written notice to the Administrative Agent (an “Increase Request”); provided, however, that after giving effect to any such increases, increase the aggregate amount of the Loans Revolving Credit Facility (each an "Increase in Commitment") and to incur additional Debt under this Agreement in the form of one or more increases in the aggregate Revolving Credit Commitments by an aggregate amount of up to $75,000,000. The following terms and conditions shall not exceed $500,000,000 apply to all Increases in Commitment: (a) the loans made under any such Increase in Commitment shall constitute Revolving Credit Advances, (b) such Increase in Commitment shall have the same terms (including interest rate) as reduced by the existing Revolving Credit Commitments, (c) any payments such Increase in Commitment shall be entitled to the same voting rights as the existing Revolving Credit Commitments and shall be entitled to receive proceeds of prepayments on the same basis as existing Revolving Credit Commitments, (d) any such Increase in Commitment shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Increase in Commitment shall be in a minimum principal amount of the Facility). Each such Increase Request must be an aggregate minimum amount of $5,000,000 10,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. The , (f) the proceeds of any Increase in Commitment will be used in accordance with Section 2.14, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Increase in Commitment, (h) the conditions to Advances in Section 3.02 shall have been satisfied, (i) the Administrative Agent shall have received such legal opinions from counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, in consultation with as the BorrowerAdministrative Agent reasonably shall request, (j) the Administrative Agent shall manage all aspects of the syndication of have received such increase in the Loans, including decisions as amendments to the selection Loan Documents, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent shall request and (k) the Administrative Agent shall have received from the Borrower an officer's certificate, in form and substance satisfactory to the Administrative Agent, demonstrating that, at the time of any such Increase in Commitment, no Default or Event of Default shall exist. Participation in any Increase in Commitment shall be offered first to each of the existing Lenders, but no such Lender shall be required to provide all or any portion of any such Increase in Commitment. If the amount of any Increase in Commitment requested by the Borrower shall exceed the commitments which the existing Lenders and/or are willing to provide with respect to such Increase in Commitment, then the Borrower may invite other banks, financial institutions and other institutional lenders investment funds reasonably acceptable to be approached with respect the Administrative Agent to join this Agreement as Lenders hereunder for the portion of such increaseIncrease in Commitment not taken by existing Lenders, and the allocations of the increase, among provided that such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower investment funds shall enter into an engagement letter with such joinder agreements to give effect thereto as the Administrative Agent governing, among other things, the syndication of may reasonably request. The existing Lenders shall make such increase, and assignments (which assignments shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise not be subject to the same terms and conditions requirements set forth in Section 8.07) of the Loans outstanding hereunder at Advances and participation interests in Advances and Letters of Credit to the time Lenders providing any Increase in Commitment so that, after giving effect to such additional Loans are madeassignments, each Lender (including the Lenders providing the Increase in Commitment) will hold Advances and participation interests in Advances and Letters of Credit equal to its Pro Rata Share of all outstanding Advances and participation interests in Advances and Letters of Credit. No Lender shall be obligated in The Administrative Agent is authorized to enter into, on behalf of the Lenders, any way whatsoever to increase the principal amount of its Loans or provide a new Loan, as applicable, and any new Lender becoming a party amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any Increase in connection with any such requested increase must be an Eligible AssigneeCommitment.

Additional Loans. (a) The Borrower shall have the right at any time and from time to time on not more than 2 different occasions during the period beginning on from the Closing Effective Date to but excluding the Maturity second anniversary of the Effective Date to request additional Loans by providing written notice to the Administrative Agent (an “Increase Request”)Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases, increases the aggregate amount of the all Loans hereunder shall not exceed $500,000,000 (as reduced by any payments of the principal amount of the Facility)100,000,000. Each such Increase Request increase in the Loans must be an in the aggregate minimum amount of $5,000,000 20,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, increase and the allocations of the increase, additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders, such Lenders and allocations to be mutually agreed upon by Administrative Agent and the Borrower and any approval of a Lender or allocation suggested by the one shall not be unreasonably withheld, conditioned or delayed by the other. Promptly after delivery Each Lender’s increase of the Increase Request principal amount of its Loan or decision to the Administrative Agent, the Borrower provide a new Loan shall enter into an engagement letter with the Administrative Agent governing, among other things, the syndication of be made in such increaseLender’s sole discretion, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are made. No no Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans Loan or provide a new Loan, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) except in the case of any Lender that has notified the Administrative Agent in writing that it elects not to receive a Note, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans, in the amount of the aggregate principal amount of such Lender’s Loans at the time of the effectiveness of the applicable increase in the aggregate amount of the Loan. In connection with any increase in the aggregate amount of the Loans pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Closing Date to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent (an “Increase Request”)Agent; provided, however, that after giving effect to any such increases, increases the aggregate amount of the Loans shall not exceed $500,000,000 (as reduced by any payments of the principal amount of the Facility)500,000,000. Each such Increase Request increase in the Loans must be an aggregate minimum amount of $5,000,000 15,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereofthereof (or such lesser amounts as may be agreed to by the Administrative Agent and the Borrower). The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the Borrower. Each Lender shall notify the Administrative Agent within 5 Business Days after receipt of the Administrative Agent’s notice whether such Lender wishes to provide an additional Loan and if so, the maximum principal amount of the Loan such Lender is willing to provide. If a Lender fails to deliver any such notice to the Administrative Agent within such time period, then such Lender shall be deemed to have declined to provide an additional Loan. If the aggregate principal amount of the additional Loans the Lenders are willing to provide is less than the aggregate principal amount of additional Loans requested by the Borrower, then the Administrative Agent, in consultation with the Borrower, may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, increase and the allocations of the increase, increase in the Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent governing, among other things, the syndication of such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are made. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans Loan or provide a new Loan, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default shall be in existence on the effective date of such increase, (y) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of the effective date of such increase except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall be sufficient to satisfy this condition), and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans (in which event, the applicable existing Lender(s) shall return the applicable existing Note(s) to the Borrower, marked “cancelled” or “superseded”), in the principal amount of such Lender’s aggregate Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. (a) The Borrower Borrowers shall have the right at any time and from time to time during the period beginning on the Closing Date to but excluding the date 90 days prior to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent (an “Increase Request”)Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases, increases the aggregate amount of the Loans shall not exceed $500,000,000 (as reduced by any payments of the principal amount of the Facility)300,000,000. Each such Increase Request increase in the Loans must be in an aggregate minimum amount of $5,000,000 50,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereofthereof (or such other amounts as may be acceptable to the Administrative Agent and the Borrowers). The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the Borrowers. Each Lender shall notify the Administrative Agent within 5 Business Days after receipt of the Administrative Agent’s notice whether such Lender wishes to provide an additional Loan and if so, the maximum principal amount of the Loan such Lender is willing to provide. If a Lender fails to deliver any such notice to the Administrative Agent within such time period, then such Lender shall be deemed to have declined to provide an additional Loan. If the aggregate principal amount of the additional Loans the Lenders are willing to provide is less than the aggregate principal amount of additional Loans requested by the Borrowers, then the Administrative Agent may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the BorrowerBorrowers, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, increase and the allocations of the increase, increase in the Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent governing, among other things, the syndication of such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are made. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans Loan or provide a new Loan, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrowers or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on and as of the effective date of such increase except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier in which case it will be true and correct in all respects), it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such that any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrowers to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, (iii) new Notes executed by the Borrowers, payable to any new Lenders and replacement Notes executed by the Borrowers, payable to any existing Lenders increasing the principal amount of their Loans, in the principal amount of such Lender’s Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans, (iv) a duly completed and executed Disbursement Instruction Agreement and (v) a duly completed and executed Notice of Borrowing. The Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (x) three (3) Business Days prior to the requested date of the borrowing of Eurodollar Rate Loans, and (y) on the requested date of the borrowing of Base Rate Loans, and shall be deemed to be a representation and warranty that the conditions specified above have been satisfied on and as of the date of the making of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. (a) The Borrower shall have the right at any time and from time to time on not more than 3 different occasions during the period beginning on from the Closing Availability Termination Date to but excluding the Term Loan Maturity Date to request additional Loans by providing written notice to the Administrative Agent (an “Increase Request”)Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases, increases the aggregate amount of the all Loans hereunder shall not exceed $500,000,000 (as reduced by 600,000,000 less the amount of any payments prepayments of the principal amount of the Facility)Term Loans. Each such Increase Request increase in the Loans must be an in the aggregate minimum amount of $5,000,000 25,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, increase and the allocations of the increase, additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders, such Lenders and allocations to be mutually agreed upon by Administrative Agent and the Borrower and any approval of a Lender or allocation suggested by the one shall not be unreasonably withheld, conditioned or delayed by the other. Promptly after delivery Each Lender’s increase of the Increase Request principal amount of its Loans or decision to the Administrative Agent, the Borrower provide a new Loan shall enter into an engagement letter with the Administrative Agent governing, among other things, the syndication of be made in such increaseLender’s sole discretion, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are made. No no Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans or provide a new Loan, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) except in the case of any Lender that has notified the Administrative Agent in writing that it elects not to receive a Note, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans, in the amount of the aggregate principal amount of such Lender’s Loans at the time of the effectiveness of the applicable increase in the aggregate amount of the Loan. In connection with any increase in the aggregate amount of the Loans pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Closing Date to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent (an “Increase Request”)Agent; provided, however, that after giving effect to any such increases, increases the aggregate amount of the Loans shall not exceed $500,000,000 (as reduced by any payments of the principal amount of the Facility)400,000,000. Each such Increase Request increase in the Loans must be an aggregate minimum amount of $5,000,000 15,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereofthereof (or such lesser amounts as may be agreed to by the Administrative Agent and the Borrower). The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the Borrower. Each Lender shall notify the Administrative Agent within 5 Business Days after receipt of the Administrative Agent's notice whether such Lender wishes to provide an additional Loan and if so, the maximum principal amount of the Loan such Lender is willing to provide. If a Lender fails to deliver any such notice to the Administrative Agent within such time period, then such Lender shall be deemed to have declined to provide an additional Loan. If the aggregate principal amount of the additional Loans the Lenders are willing to provide is less than the aggregate principal amount of additional Loans requested by the Borrower, then the Administrative Agent, in consultation with the Borrower, may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, increase and the allocations of the increase, increase in the Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent governing, among other things, the syndication of such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are made. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans Loan or provide a new Loan, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default shall be in existence on the effective date of such increase, (y) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the effective date of such increase except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall be sufficient to satisfy this condition), and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans (in which event, the applicable existing Lender(s) shall return the applicable existing Note(s) to the Borrower, marked “cancelled” or “superseded”), in the principal amount of such Lender's aggregate Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. (a) The Subject to the terms and conditions set forth herein, the Borrower shall have the right may, at any time and from time to time during time, request to add additional term loans (the period beginning on the Closing Date “Additional Loans”) in minimum principal amounts of $10.0 million, provided that immediately prior to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent (an “Increase Request”); provided, however, that and after giving effect to any such increasesIncremental Facility Amendment (and the making of any Additional Loans pursuant thereto), no Default has occurred or is continuing or shall result therefrom and the aggregate amount Incurrence of the Indebtedness in respect of such Additional Loans is at such time permitted under Section 6.01. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments to provide Additional Loans shall not exceed $500,000,000 (as reduced by any payments of the principal amount of the Facility). Each such Increase Request must be an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with reasonably satisfactory to the Borrower, shall manage all aspects not be an Affiliate of the syndication of Borrower and shall not be a person for whom the Administrative Agent is prohibited by law from acting as administrative agent under a credit facility (any such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banksbank, financial institutions institution, existing Lender or other person being called an “Additional Lender”) and other institutional lenders shall become a Lender under this Agreement pursuant to be approached with respect an amendment (an “Incremental Facility Amendment”) to such increase, this Agreement in form and the allocations of the increase, among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request substance reasonably satisfactory to the Administrative Agent, giving effect to the Borrower shall enter into an engagement letter with the Administrative Agent governingmodifications permitted by this Section 2.21 and, among other thingsas appropriate, the syndication of such increaseother Loan Documents, and which shall includeexecuted by the Borrower, among other things, the fees each existing Lender agreeing to provide a commitment in respect of the Lenders Additional Loans, if any, each Additional Lender, if any, and the Administrative Agent Agent. It is understood and agreed that no Lender shall have any obligation to participate in any Additional Loan. Commitments in respect of Additional Loans shall become Commitments under this Agreement. Each Incremental Facility Amendment shall specify the terms of the applicable Additional Loans; provided, that (i) the Additional Loans shall rank pari passu or junior in right of payment and of security with respect the Loans and, except as to pricing, amortization and final maturity date, shall have (x) the same terms as the Loans, as applicable, or (y) such Increase Requestother terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Additional Loans shall be no earlier than the Maturity Date, and (iii) the weighted average life to maturity of any Additional Loans shall be no shorter than the remaining weighted average life to maturity of the Original Loans. Any additional Loans made pursuant An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Section Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the Loans outstanding hereunder at conditions set forth in Sections 4.01(a), (b) and (c) (it being understood that all references to “the time date of such additional Loans are made. No Lender Borrowing” in such Section 4.01 shall be obligated deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in any way whatsoever to increase the principal amount applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.01(e) and (f). Except as otherwise provided in the applicable Incremental Facility Amendment, the proceeds of its the Additional Loans or provide a new Loan, as applicable, and any new Lender becoming a party to may be used for general corporate purposes not in violation of this Agreement in connection with any such requested increase must be an Eligible AssigneeAgreement.

Additional Loans. (a) The Borrower Borrowers shall have the right at any time and from time to time during the period beginning on the Closing Date to but excluding the date 90 days prior to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent (an “Increase Request”)Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases, increases the aggregate amount of the Loans shall not exceed $500,000,000 (as reduced by any payments of the principal amount of the Facility)300,000,000. Each such Increase Request increase in the Loans must be an aggregate minimum amount of $5,000,000 50,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereof. The Agent shall promptly notify each Lender upon receipt of any such notice from the Borrowers. Each Lender shall notify the Agent within 5 Business Days after receipt of the Agent's notice whether such Lender wishes to provide an additional Loan and if so, the maximum principal amount of the Loan such Lender is willing to provide. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to provide an additional Loan. If the aggregate principal amount of the additional Loans the Lenders are willing to provide is less than the aggregate principal amount of additional Loans requested by the Borrowers, then the Administrative Agent may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the BorrowerBorrowers, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, increase and the allocations of the increase, increase in the Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent governing, among other things, the syndication of such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are made. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans Loan or provide a new Loan, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrowers or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on and as of the effective date of such increase except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier in which case it will be true and correct in all respects), it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such that any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrowers to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrowers, payable to any new Lenders and replacement Notes executed by the Borrowers, payable to any existing Lenders increasing the principal amount of their Loans, in the principal amount of such Lender's Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Closing Date to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent (an “Increase Request”); provided, however, that after giving effect to any such increases, the aggregate amount of the Loans shall not exceed $500,000,000 150,000,000 (as reduced by any payments of the principal amount of the Facility). Each such Increase Request must be an aggregate minimum amount of $5,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, and the allocations of the increase, among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent and the Arrangers governing, among other things, the syndication of such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are made. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans or provide a new Loan, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee.

Additional Loans. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Closing Date to the Maturity Date to request the making of additional Loans (“Additional Loans”) by providing written notice to the Administrative Agent (an “Increase Request”)Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases, the making of Additional Loans the aggregate outstanding principal amount of the Loans shall not exceed $500,000,000 (as reduced by any payments of the principal amount of the Facility)200,000,000. Each such Increase Request borrowing of Additional Loans must be an aggregate minimum amount of $5,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with and with the consent of the Borrower, shall manage all aspects of the syndication of the making of any such increase in the Additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, making of Additional Loans and the allocations of the increase, making of such Additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent governing, among other things, the syndication of such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are made. No Lender shall be obligated in any way whatsoever under this Section to increase the principal amount of its Loans or provide a new Loan, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase making of Additional Loans must be an Eligible Assignee. Effecting the making of Additional Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and accurate in all material respects on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership or other necessary action taken by the Parent and the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Parent, the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans, in the aggregate principal amount of such Lender’s Loans at the time of the effectiveness of the making of such Additional Loans. In connection with the making of Additional Loans pursuant to this Section 2.9. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Closing Date to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent (an “Increase Request”)Agent; provided, however, that after giving effect to any such increases, increases the aggregate amount of the Loans shall not exceed $500,000,000 (as reduced by any payments of the principal amount of the Facility)500,000,000. Each such Increase Request increase in the Loans must be an aggregate minimum amount of $5,000,000 15,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereofthereof (or such lesser amounts as may be agreed to by the Administrative Agent and the Borrower). The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the Borrower. Each Lender shall notify the Administrative Agent within 5 Business Days after receipt of the Administrative Agent’s notice whether such Lender wishes to provide an additional Loan and if so, the maximum principal amount of the Loan such Lender is willing to provide. If a Lender fails to deliver any such notice to the Administrative Agent within such time period, then such Lender shall be deemed to have declined to provide an additional Loan. If the aggregate principal amount of the additional Loans the Lenders are willing to provide is less than the aggregate principal amount of additional Loans requested by the Borrower, then the Administrative Agent, in consultation with the Borrower, may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, increase and the allocations of the increase, increase in the Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent governing, among other things, the syndication of such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are made. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans Loan or provide a new Loan, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default shall be in existence on the effective date of such increase, (y) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the effective date of such increase except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall be sufficient to satisfy this condition), and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans (in which event, the applicable existing Lender(s) shall return the applicable existing Note(s) to the Borrower, marked “cancelled” or “superseded”), in the principal amount of such Lender’s aggregate Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. (a) The Borrower shall have the right at any time and from time to time on not more than 3 different occasions during the period beginning on from the Closing Availability Termination Date to but excluding the Term Loan Maturity Date to request the making of additional Loans (“Additional Term Loans”) by providing written notice to the Administrative Agent (an “Increase Request”)Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases, increases the aggregate amount of the all Loans hereunder shall not exceed $500,000,000 (as reduced by 550,000,000 less the amount of any payments prepayments of the principal amount Term Loans. Any Additional Term Loans shall be subject to the terms and conditions of the Facility)this Agreement. Each such Increase Request borrowing of Additional Term Loans must be an in the aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the making of Additional Term Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, increase and the allocations of the increase, Additional Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders, such Lenders and allocations to be mutually agreed upon by Administrative Agent and the Borrower and any approval of a Lender or allocation suggested by the one shall not be unreasonably withheld, conditioned or delayed by the other. Promptly after delivery Each Lender’s increase of the Increase Request principal amount of its Loan or decision to the Administrative Agent, the Borrower provide any Additional Term Loan shall enter into an engagement letter with the Administrative Agent governing, among other things, the syndication of be made in such increaseLender’s sole discretion, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are made. No no Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans Loan or provide a new make an Additional Term Loan, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase Additional Term Loans must be an Eligible Assignee. Effecting the making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of the making of such Additional Term Loans, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of (A) all partnership or other necessary action taken by the Borrower to authorize the making of such Additional Term Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) except in the case of any Lender that has notified the Administrative Agent in writing that it elects not to receive a Note, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans, in the amount of the aggregate principal amount of such Lender’s Loans at the time of the effectiveness of the applicable increase in the aggregate amount of the Loan. Any making of Additional Term Loans pursuant to this Section 2.14. shall be subject to the condition that the Borrower shall have paid to the Administrative Agent, such fees as shall be due to Administrative Agent and/or the Lenders at such time under the Fee Letters or as may be agreed-upon between the Borrower, on the one hand, and each new Lender and/or any existing Lender making Additional Term Loans, on the other hand. In connection with any making of Additional Term Loans pursuant to this Section 2.14. any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act.

Additional Loans. Subject to the approval of the Administrative Agent (a) The which approval shall not be unreasonably withheld, delayed, or conditioned, except with respect to the fees to be paid to the Administrative Agent for arranging the increase), the Borrower shall have the right at any time time, and from time to time time, during the period beginning on after the Closing Effective Date to, but excluding, the date that is one hundred eighty (180) days prior to the Maturity Termination Date to request additional Additional Loans by providing written notice to the Administrative Agent (an “Increase Request”)Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases, (i) the aggregate principal amount of all Additional Loans made by the Loans Lenders, together with any Commitment to provide Additional Loans, shall not exceed $500,000,000 100,000,000; (as reduced by any payments of the principal amount of the Facility). Each such Increase Request must be ii) each Additional Loan is in an aggregate minimum amount of $5,000,000 25,000,000 and integral multiples of $5,000,000 in excess thereof; and (iii) no Additional Loan shall have a maturity date later than the Termination Date. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the arrangement and syndication of such increase in the Additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, Additional Loans and the allocations of the increase, such Additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with lenders accepted by the Administrative Agent governing, among other things, the syndication of such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are madeprovide an Additional Loan. No Lender shall be obligated in any way whatsoever to increase its Commitment or the principal amount of its Loans any outstanding Loan or to provide a new an Additional Loan, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Notwithstanding the foregoing, the Borrower may not request, and no Additional Loan may be advanced unless each of the following conditions precedent are satisfied: (w) no Default or Event of Default shall be in existence on the date the Borrower requests an Additional Loan or on the date any Additional Loan is advanced, (x) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on the date any Additional Loan is advanced except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) U.S. Bank and PNC Bank, National Association (or their respective Affiliates, as applicable) shall have received payment of all fees and reimbursement of all expenses (including reasonable attorneys' fees and disbursements) payable with respect to such Additional Loans from the Borrower under the Fee Letters and the Loan Documents, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans, in the aggregate principal amount of such Lender's Loan after giving effect to the advance of any Additional Loans which such Lender has agreed (in its sole discretion) to make; and (iv) the Loan Parties and any Lender (whether a Lender of an Effective Date Loan or a Lender of an Additional Loan) shall have executed such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Closing Date time, to but excluding the Maturity Date Date, to request additional Loans loans (“Additional Loans”) in an aggregate amount up to $200,000,000 by providing written notice to the Administrative Agent (an “Increase Request”)Agent, which notice shall specify the principal amount of the requested Additional Loans and which shall be irrevocable once given; provided, however, that after giving effect to any such increases, Additional Loans the aggregate principal amount of the Loans shall not exceed $500,000,000 (as reduced by any payments of the principal amount of the Facility)500,000,000. Each such Increase Request borrowing must be an aggregate minimum amount of $5,000,000 25,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereof. Additional Loans shall be subject to the same terms and conditions of this Agreement that are applicable to all other Loans. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, Additional Loans and the allocations of the increase, such Additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request ; provided, that any such other banks, financial institutions and other institutional lenders and any such allocations shall be reasonably acceptable to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent governing, among other things, the syndication of such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are madeBorrower. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans or provide a new Loan, as applicablemake Additional Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase Additional Loans must be an Eligible Assignee. The making of the Additional Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such Additional Loans, (y) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such Additional Loans with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of all corporate, partnership, member or other necessary action taken by the applicable Loan Party to authorize such Additional Loans, (ii) an opinion of counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans, in the aggregate principal amount of such Lender’s Loans at the time of the effectiveness of the making of the applicable Additional Loans. In connection with any Additional Loans pursuant to this Section 2.16. any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with the requirements of any Anti-Money Laundering Laws, including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations.

Additional Loans. (a) The Borrower Borrowers shall have the right at any time and from time to time during the period beginning on the Closing Date to but excluding the date 90 days prior to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent (an “Increase Request”)Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases, increases the aggregate amount of the Loans shall not exceed $500,000,000 (as reduced by any payments of the principal amount of the Facility)300,000,000. Each such Increase Request increase in the Loans must be an aggregate minimum amount of $5,000,000 50,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereof. The Agent shall promptly notify each Lender upon receipt of any such notice from the Borrowers. Each Lender shall notify the Agent within 5 Business Days after receipt of the Agent’s notice whether such Lender wishes to provide an additional Loan and if so, the maximum principal amount of the Loan such Lender is willing to provide. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to provide an additional Loan. If the aggregate principal amount of the additional Loans the Lenders are willing to provide is less than the aggregate principal amount of additional Loans requested by the Borrowers, then the Administrative Agent may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the BorrowerBorrowers, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, increase and the allocations of the increase, increase in the Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent governing, among other things, the syndication of such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are made. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans Loan or provide a new Loan, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrowers or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on and as of the effective date of such increase except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier in which case it will be true and correct in all respects), it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such that any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrowers to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrowers, payable to any new Lenders and replacement Notes executed by the Borrowers, payable to any existing Lenders increasing the principal amount of their Loans, in the principal amount of such Lender’s Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. (a) The Borrower Borrowers shall have the right at any time and from time to time during the period beginning on the Closing Date to but excluding the date 90 days prior to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent (an “Increase Request”)Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases, increases the aggregate amount of the Loans shall not exceed $500,000,000 (as reduced by any payments of the principal amount of the Facility)300,000,000. Each such Increase Request increase in the Loans must be in an aggregate minimum amount of $5,000,000 50,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereofthereof (or such other amounts as may be acceptable to the Administrative Agent and the Borrowers). The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the Borrowers. Each Lender shall notify the Administrative Agent within 5 Business Days after receipt of the Administrative Agent’s notice whether such Lender wishes to provide an additional Loan and if so, the maximum principal amount of the Loan such Lender is willing to provide. If a Lender fails to deliver any such notice to the Administrative Agent within such time period, then such Lender shall be deemed to have declined to provide an additional Loan. If the aggregate principal amount of the additional Loans the Lenders are willing to provide is less than the aggregate principal amount of additional Loans requested by the Borrowers, then the Administrative Agent may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the BorrowerBorrowers, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, increase and the allocations of the increase, increase in the Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent governing, among other things, the syndication of such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are made. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans Loan or provide a new Loan, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrowers or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on and as of the effective date of such increase except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier in which case it will be true and correct in all respects), it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such that any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrowers to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, (iii) new Notes executed by the Borrowers, payable to any new Lenders and replacement Notes executed by the Borrowers, payable to any existing Lenders increasing the principal amount of their Loans, in the principal amount of such Lender’s Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans, (iv) a duly completed and executed Disbursement Instruction Agreement and (v) a duly completed and executed Notice of Borrowing. The Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (x) three (3) Business Days prior to the requested date of the borrowing of Eurodollar Rate Loans and (y) on the requested date of the borrowing of Base Rate Loans,and shall be deemed to be a representation and warranty that the conditions specified above have been satisfied on and as of the date of the making of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Closing Date to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent (an “Increase Request”)Agent; provided, however, that after giving effect to any such increases, increases the aggregate amount of the Loans shall not exceed $500,000,000 (as reduced by any payments of the principal amount of the Facility)400,000,000. Each such Increase Request increase in the Loans must be an aggregate minimum amount of $5,000,000 15,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereofthereof (or such lesser amounts as may be agreed to by the Administrative Agent and the Borrower). The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the Borrower. Each Lender shall notify the Administrative Agent within 5 Business Days after receipt of the Administrative Agent’s notice whether such Lender wishes to provide an additional Loan and if so, the maximum principal amount of the Loan such Lender is willing to provide. If a Lender fails to deliver any such notice to the Administrative Agent within such time period, then such Lender shall be deemed to have declined to provide an additional Loan. If the aggregate principal amount of the additional Loans the Lenders are willing to provide is less than the aggregate principal amount of additional Loans requested by the Borrower, then the Administrative Agent, in consultation with the Borrower, may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, increase and the allocations of the increase, increase in the Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent governing, among other things, the syndication of such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are made. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans Loan or provide a new Loan, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default shall be in existence on the effective date of such increase, (y) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the effective date of such increase except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall be sufficient to satisfy this condition), and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans (in which event, the applicable existing Lender(s) shall return the applicable existing Note(s) to the Borrower, marked “cancelled” or “superseded”), in the principal amount of such Lender’s aggregate Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.