Common use of Increase in Commitment Clause in Contracts

Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrower may request by written notice to the Administrative Agent (A) an increase to the Revolving Amount, (B) to add an additional term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below) or (C) to increase the aggregate principal amount of the Term Loan made on the Closing Date (a “Term Loan Increase”); provided that the aggregate amount of all increases and additions (revolver and term) made pursuant to this subsection (b) shall not exceed $50,000,000 and provided, further, that no such increase or addition shall be permitted if (I) the Leverage Ratio would, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement, exceed the lesser of (x) 3.90:1.00 and (y) the maximum Leverage Ratio then permitted under Section 5.7(a) or (II) the covenant contained in Section 5.7(c) would not be satisfied on a pro forma basis for the most recent determination period, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement. Each such request for an increase or addition shall be in an amount of at least $10,000,000, increased by increments of $1,000,000, and may be made by either (1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more then existing Lenders, with their prior written consent, with respect to any Term Loan Increase or Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with respect to a Term Loan Increase or an Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”), as described below. Upon receipt of written notice from the Borrower requesting any such increase or addition, the Administrative Agent shall promptly notify the applicable Lenders of such request. At the time of sending such notice to the applicable Lenders, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Amount, or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, and, if so, the amount thereof. Any applicable Lender so approached to provide all or a portion of an increase to the Revolving Amount or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, may elect or decline the same, in its sole discretion. Any applicable Lender not responding within such time period shall be deemed to have declined the same. The Administrative Agent shall notify the Borrower of the applicable Lenders’ responses to each request made under this Section. To achieve the full amount of a requested increase or addition, the Borrower may if necessary after receipt of responses from the applicable Lenders also invite one or more Additional Lenders to become Lenders pursuant to a joinder agreement to this Agreement in form and substance satisfactory to the Administrative Agent.

Increase in Commitment. (a) The Borrower, on behalf of the Borrower and Guarantors, may, on any Business Day after the date hereof, request an increase of the aggregate amount of the Revolving Credit Commitments (each a “Commitment Amount Increase”) and/or outstanding Term Loans and/or create one or more additional tranches of term loans (each such additional tranche of term loans or increase in an existing tranche of Term Loans, an “Incremental Term Loan”); provided, however, that: (i) At any time during except as permitted by the Commitment Increase Periodfinal sentence of this Section 2.16, the Borrower may request by written notice sum of the aggregate Commitment Amount Increases and Incremental Term Loans effective after the Seventh Amendment Effective Date shall not exceed an amount equal to the sum of (A) the amount of additional Debt that would cause the Total Leverage Ratio as of the four (4) consecutive fiscal quarter period most recently ended prior to the incurrence of such additional Debt for which financial statements have been delivered to the Administrative Agent (A) an increase to the Revolving Amounthereunder, (B) to add an additional term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below) or (C) to increase the aggregate principal amount of the Term Loan made calculated on the Closing Date (a “Term Loan Increase”); provided that the aggregate amount of all increases and additions (revolver and term) made pursuant to this subsection (b) shall not exceed $50,000,000 and provided, further, that no such increase or addition shall be permitted if (I) the Leverage Ratio would, pro forma basis after giving effect to the making incurrence of any loans to be made on such additional Debt and assuming that the date of effectiveness thereof (in each case assuming the Revolving proposed Commitment Amount Increase or Incremental Term Loan is fully drawn on at such effective datetime, not to exceed 3.00 to 1.00 plus (B) and other appropriate pro forma adjustments in accordance with this Agreement, exceed the lesser of $750,000,000; (xii) 3.90:1.00 and (y) the maximum Leverage Ratio then permitted under Section 5.7(a) no approval or (II) the covenant contained in Section 5.7(c) would not be satisfied on a pro forma basis for the most recent determination period, after giving effect to the making consent of any loans to Bank shall be made on required except the date Banks providing such Commitment Amount Increase or Incremental Term Loan and the consents contemplated by clause (vi) below, (iii) except as permitted by the final sentence of effectiveness thereof (in each case assuming the Revolving this Section 2.16(a), any Commitment Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement. Each such request for an increase Increase or addition issuance of Incremental Term Loans shall be in an aggregate amount for all Banks of not less than $50,000,000 (or such lesser aggregate amount for all Banks as may be acceptable to the Administrative Agent), (iv) no Default shall have occurred and be continuing at least $10,000,000the time of the request or the effective date of the Commitment Amount Increase or issuance of Incremental Term Loans or will result therefrom, increased (v) all representations and warranties contained in Article 4 hereof shall be true and correct in all material respects (where not already qualified by increments materiality, otherwise in all respects) at the time of $1,000,000such request and on the effective date of such Commitment Amount Increase or issuance of Incremental Term Loans (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such date), and may be made by either (1vi) increasingthe Administrative Agent and, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding in the case of a new commitment for one or more then existing Lenders, with their prior written consent, with respect to any Term Loan Increase or Additional Term Loan Facility, or (3) including one or more Additional LendersCommitment Amount Increase, each with a new commitment Letter of Credit Issuer and the Swing Lender, shall have provided their written consent (which consents shall not be unreasonably withheld). Unless the Borrower otherwise notifies the Administrative Agent, if all or any portion of any Commitment Amount Increases or Incremental Term Loans would be permitted under clause (A) above on the Revolving Credit applicable date of incurrence, such Commitment Amount Increases or with respect to a Incremental Term Loan Increase Loans (or an Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”relevant portion thereof), as described below. Upon receipt of written notice from the Borrower requesting any such increase or additionapplicable, the Administrative Agent shall promptly notify the applicable Lenders of such request. At the time of sending such notice to the applicable Lenders, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Amount, or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, and, if so, the amount thereof. Any applicable Lender so approached to provide all or a portion of an increase to the Revolving Amount or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, may elect or decline the same, in its sole discretion. Any applicable Lender not responding within such time period shall be deemed to have declined been incurred in reliance on clause (A) above prior to the sameutilization of any amount available under clause (B) above. The Administrative Agent shall notify Notwithstanding the foregoing clause (a)(i), the Borrower, on behalf of the Borrower and Guarantors, may, on any Business Day on or prior to the date that is 30 days after the Effective Date, request an increase of the applicable Lenders’ responses to each request made under this Section. To achieve the full aggregate amount of a requested increase or additionthe Revolving Credit Commitments and/or outstanding Term Loans in an aggregate principal amount not to exceed $500,000,000, the Borrower may if necessary after receipt of responses from the applicable Lenders also invite one or more Additional Lenders to become Lenders pursuant to a joinder agreement to this Agreement and in form and substance satisfactory such event (1) such increases shall not be subject to the Administrative Agent.limitation on the amount of increases imposed by clause (a)(i) above, (2) such increases shall not count against the $750,000,000 amount specified in clause (a)(i)(B) above, 120175877_7 145870580_7

Increase in Commitment. (a) The Borrower, on behalf of the Borrower and Guarantors, may, on any Business Day after the date hereof, request an increase of the aggregate amount of the Revolving Credit Commitments (each a "Commitment Amount Increase") and/or outstanding Term Loans and/or create one or more additional tranches of term loans (each such additional tranche of term loans or increase in an existing tranche of Term Loans, an "Incremental Term Loan"); provided, however, that: (i) At any time during except as permitted by the Commitment Increase Periodfinal sentence of this Section 2.161., the Borrower may request by written notice sum of the aggregate Commitment Amount Increases and Incremental Term Loans effective after the Effective Date shall not exceed an amount equal to the sum of (A) the amount of additional Debt that would cause the Total Leverage Ratio as of the four (4) consecutive fiscal quarter period most recently ended prior to the incurrence of such additional Debt for which financial statements have been delivered to the Administrative Agent (A) an increase to the Revolving Amounthereunder, (B) to add an additional term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below) or (C) to increase the aggregate principal amount of the Term Loan made calculated on the Closing Date (a “Term Loan Increase”); provided that the aggregate amount of all increases and additions (revolver and term) made pursuant to this subsection (b) shall not exceed $50,000,000 and provided, further, that no such increase or addition shall be permitted if (I) the Leverage Ratio would, pro forma basis after giving effect to the making incurrence of any loans to be made on such additional Debt and assuming that the date of effectiveness thereof (in each case assuming the Revolving proposed Commitment Amount Increase or Incremental Term Loan is fully drawn on at such effective datetime, not to exceed 3.00 to 1.00 plus (B) and other appropriate pro forma adjustments in accordance with this Agreement, exceed the lesser of $750,000,000; (xii) 3.90:1.00 and (y) the maximum Leverage Ratio then permitted under Section 5.7(a) no approval or (II) the covenant contained in Section 5.7(c) would not be satisfied on a pro forma basis for the most recent determination period, after giving effect to the making consent of any loans to Bank shall be made on required except the date Banks providing such Commitment Amount Increase or Incremental Term Loan and the consents contemplated by clause (vi) below, (iii) except as permitted by the final sentence of effectiveness thereof (in each case assuming the Revolving this Section 2.16(a), any Commitment Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement. Each such request for an increase Increase or addition issuance of Incremental Term Loans shall be in an aggregate amount for all Banks of not less than $50,000,000 (or such lesser aggregate amount for all Banks as may be acceptable to the Administrative Agent), (iv) no Default shall have occurred and be continuing at least $10,000,000the time of the request or the effective date of the Commitment Amount Increase or issuance of Incremental Term Loans or will result therefrom, increased (v) all representations and warranties contained in Article 4 hereof shall be true and correct in all material respects (where not already qualified by increments materiality, otherwise in all respects) at the time of $1,000,000such request and on the effective date of such Commitment Amount Increase or issuance of Incremental Term Loans (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such date), and may be made by either (1vi) increasingthe Administrative Agent and, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding in the case of a new commitment for one or more then existing Lenders, with their prior written consent, with respect to any Term Loan Increase or Additional Term Loan Facility, or (3) including one or more Additional LendersCommitment Amount Increase, each with a new commitment Letter of Credit Issuer and the Swing Lender, shall have provided their written consent (which consents shall not be unreasonably withheld). Unless the Borrower otherwise notifies the Administrative Agent, if all or any portion of any Commitment Amount Increases or Incremental Term Loans would be permitted under clause (A) above on the Revolving Credit applicable date of incurrence, such Commitment Amount Increases or with respect to a Incremental Term Loan Increase Loans (or an Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”relevant portion thereof), as described below. Upon receipt of written notice from the Borrower requesting any such increase or additionapplicable, the Administrative Agent shall promptly notify the applicable Lenders of such request. At the time of sending such notice to the applicable Lenders, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Amount, or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, and, if so, the amount thereof. Any applicable Lender so approached to provide all or a portion of an increase to the Revolving Amount or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, may elect or decline the same, in its sole discretion. Any applicable Lender not responding within such time period shall be deemed to have declined been incurred in reliance on clause (A) above prior to the sameutilization of any amount available under clause (B) above. The Administrative Agent shall notify Notwithstanding the foregoing clause (a)(i), the Borrower, on behalf of the Borrower and Guarantors, may, on any Business Day on or prior to the date that is 30 days after the Effective Date, request an increase of the applicable Lenders’ responses to each request made under this Section. To achieve the full aggregate amount of a requested increase or additionthe Revolving Credit Commitments and/or outstanding Term Loans in an aggregate principal amount not to exceed $500,000,000, and in such event (1) such increases shall not be subject to the Borrower may if necessary after receipt limitation on the amount of responses from increases imposed by clause (a)(i) above, (2) such increases shall not count against the applicable Lenders also invite one or more Additional Lenders $750,000,000 amount specified in clause (a)(i)(B) above, (3) such increases shall not be subject to become Lenders pursuant to a joinder agreement the minimum amount limitation specified in clause (a)(iii) above, and (4) such increases shall otherwise be subject to this Agreement in form and substance satisfactory to the Administrative AgentSection 2.16, as applicable.

Increase in Commitment. (ia) At any time during Unless a Default has occurred and is continuing, and subject to the Commitment Increase Periodsatisfaction of the conditions in Section 2.21(b), the Borrower may request Company, by written notice to the Administrative Agent (Athe "Additional Commitment Notice"), may request on up to two (2) an increase occasions during the Availability Period and prior to the Revolving Amount, Maturity Date that the total Commitments be increased by an amount not less than $25,000,000 per request (Band integral amounts of $5,000,000 in excess thereof) to add an additional term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below) or (C) to increase and not more than $50,000,000 in the aggregate principal amount of (such that the Term Loan made on the Closing Date (a “Term Loan Increase”total Commitments after such increase shall never exceed $300,000,000); provided that the aggregate amount of all increases and additions (revolver and term) made pursuant to this subsection (b) shall not exceed $50,000,000 and provided, further, that no such increase or addition shall be permitted if (I) the Leverage Ratio would, after giving effect to the making of for any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement, exceed the lesser of (x) 3.90:1.00 and (y) the maximum Leverage Ratio then permitted under Section 5.7(a) or (II) the covenant contained in Section 5.7(c) would not be satisfied on a pro forma basis for the most recent determination period, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement. Each such request for an increase or addition shall be in an amount of at least $10,000,000, increased by increments of $1,000,000, and may be made by either (1a) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more then existing Lenders, with their prior written consent, with respect to any Term Loan Increase or Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with respect to a Term Loan Increase or an Additional Term Loan Facility, as Lender which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (each an “Additional Commitment” and, collectively, b) in the “Additional Commitments”), as described below. Upon receipt event that the Lenders party to this Agreement prior to such request do not elect to increase their respective Commitments to cover the amount of written notice from the Borrower requesting any such increase or additionrequested increase, the Administrative Agent shall promptly notify use commercially reasonable efforts to locate additional lenders reasonably acceptable to the applicable Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, (i) the Commitments of the committed Lenders shall be increased accordingly, (ii) the Applicable Percentages of each of the Lenders shall be adjusted accordingly (or, in the case of a new Lender not previously party hereto, added to SCHEDULE 1.1(a)) and the Borrowers shall make such requestborrowings and repayments as shall be necessary to effect such reallocation of the Commitments and shall pay any costs incurred under Section 2.16 with respect thereto, (iii) if requested by any Lender making an additional or new Commitment, new Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Loan Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders have agreed to make new commitments pursuant to this Section 2.21 without the consent of any Lender other than those Lenders increasing their Commitments. At The fees payable by the Borrower upon any such increase in Commitments shall be agreed upon by the Administrative Agent and the Borrower at the time of sending such notice increase. In the event of any such increase of the Commitments pursuant to the applicable Lendersthis Section 2.21, the Borrower (aggregate maximum LC Exposure of the Lenders shall remain $25,000,000. Notwithstanding the foregoing, nothing in consultation with the Administrative Agent) this Section 2.21 shall specify the time period within which each applicable constitute or be deemed to constitute an agreement by any Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Amount, or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, and, if so, the amount thereof. Any applicable Lender so approached to provide all or a portion of an increase to the Revolving Amount or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, may elect or decline the same, in its sole discretion. Any applicable Lender not responding within such time period shall be deemed to have declined the same. The Administrative Agent shall notify the Borrower of the applicable Lenders’ responses to each request made under this Section. To achieve the full amount of a requested increase or addition, the Borrower may if necessary after receipt of responses from the applicable Lenders also invite one or more Additional Lenders to become Lenders pursuant to a joinder agreement to this Agreement in form and substance satisfactory to the Administrative AgentCommitment hereunder.

Increase in Commitment. (i) At any time during By written notice sent to the Commitment Increase PeriodBanks, the Borrower may request by written notice to the Administrative Agent (A) an increase to the Revolving Amount, (B) to add an additional term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below) or (C) to increase the aggregate principal amount of the Term Loan made on the Closing Date (a “Term Loan Increase”); provided that the aggregate amount of all increases the Commitments by an aggregate amount: (i) equal to any integral multiple of One Million Dollars ($1,000,000) and additions not less than Ten Million Dollars (revolver $10,000,000) and term(ii) made not to exceed Fifty Million Dollars ($50,000,000); provided, that (i) no Default shall have occurred and be continuing, (ii) the aggregate amount of the Commitments shall not have been reduced, nor shall the Borrower have given notice of any such reduction, under Section 2.12(a), except with the prior written consent of the Required Banks; and (iii) the aggregate amount of the Commitments shall not previously have been increased pursuant to this subsection Section 2.12(b) on more than one occasion. Within thirty (b30) shall not exceed $50,000,000 and provided, further, that no days after such increase or addition shall be permitted if request has been given (I) the Leverage Ratio would, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments as determined in accordance with this AgreementSection 12.13), exceed each Bank shall notify the lesser Agent, whether or not, in the exercise of (x) 3.90:1.00 and (y) the maximum Leverage Ratio then permitted under Section 5.7(a) or (II) the covenant contained in Section 5.7(c) would not be satisfied on a pro forma basis for the most recent determination periodits sole discretion, after giving effect it is willing to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement. Each such request for an increase or addition shall be in its Commitment by an amount equal to its pro rata share (calculated based on its Commitment then in existence) of at least $10,000,000, increased by increments of $1,000,000, and may be made by either (1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more then existing Lenders, with their prior written consent, with respect to any Term Loan Increase or Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with respect to a Term Loan Increase or an Additional Term Loan Facility, as a party to this Agreement requested increase (each an “Additional Commitment” and, collectively, the “Additional Commitments”Bank having no obligation to do so), as described below. Upon receipt of written notice from the Borrower requesting any such increase or addition, the Administrative The Agent shall promptly notify the applicable Lenders Borrower and each other Bank of such requesteach Bank's decision. At the time of sending such notice to the applicable Lenders, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice). Each applicable Lender shall Any Bank that does not so notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Amount, or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, and, if so, the amount thereof. Any applicable Lender so approached to provide all or a portion of an increase to the Revolving Amount or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, may elect or decline the same, in its sole discretion. Any applicable Lender not responding within such time period shall be deemed to have declined decided not to be willing to increase its Commitment. If one or more of the sameBanks is not willing to so increase its Commitment, then within sixty (60) days after the Borrower's original request has been given (as determined in accordance with Section 12.13), with notice thereof to the other Banks, another one or more financial institutions meeting the definition of an Eligible Assignee (each a "New Bank") may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Banks; provided, that the Commitment of each New Bank shall be at least Five Million ($5,000,000) and the maximum number of New Banks shall be two. The Administrative Upon receipt of notice from the Agent shall notify to the Banks and the Borrower that the Banks, or sufficient Banks and New Banks, have agreed to commit to an aggregate amount equal to the increase requested by the Borrower (or such lesser amount as the Borrower shall agree, which shall be at least Ten Million Dollars ($10,000,000) and an integral multiple of One Million Dollars ($1,000,000) in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, (i) the Borrower the Agent and the Banks willing to increase their respective Commitments and the New Banks (if any) shall execute and deliver an Increased Commitment Supplement, and the Borrower shall execute and deliver a new Note, as provided in the Increased Commitment Supplement, to each Bank. Upon the effective date of the applicable Lenders’ responses to each request made under this Section. To achieve Increased Commitment Supplement, if all existing Banks shall not have provided their pro rata portion of the full amount of a requested increase or additionincrease, the Borrower may shall request a borrowing hereunder which shall be made only by the Banks who have increased their Commitment and, if necessary applicable, the New Banks, the proceeds of such borrowing shall be utilized by Borrower to repay the Banks who did not agree to increase their Commitments, such borrowing and repayments to be in amounts sufficient so that after receipt of responses from giving effect thereto, the applicable Lenders also invite one or more Additional Lenders to become Lenders pursuant to a joinder agreement to this Agreement in form and substance satisfactory Loans shall be held by the Banks pro rata according to the Administrative Agentrespective Commitments.

Increase in Commitment. (ia) At any time during Unless a Default has occurred and is continuing, and subject to the Commitment Increase Periodsatisfaction of the conditions in Section 2.20(b), the Borrower may request Borrower, by written notice to the Administrative Agent (A) an increase to the Revolving Amount, (B) to add an additional term loan facility to this Agreement (the “Additional Term Loan FacilityCommitment Notice”), may request on up to two (2) (which Additional Term Loan Facility shall occasions during the Availability Period that the total Commitments be subject to subsection (c) below) or (C) to increase increased by an amount not less than $20,000,000 per request and not more than $75,000,000 in the aggregate principal amount of (such that the Term Loan made on the Closing Date (a “Term Loan Increase”total Commitments after such increase shall never exceed $225,000,000); provided that the aggregate amount of all increases and additions (revolver and term) made pursuant to this subsection (b) shall not exceed $50,000,000 and provided, further, that no such increase or addition shall be permitted if (I) the Leverage Ratio would, after giving effect to the making of for any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement, exceed the lesser of (x) 3.90:1.00 and (y) the maximum Leverage Ratio then permitted under Section 5.7(a) or (II) the covenant contained in Section 5.7(c) would not be satisfied on a pro forma basis for the most recent determination period, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement. Each such request for an increase or addition shall be in an amount of at least $10,000,000, increased by increments of $1,000,000, and may be made by either (1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more then existing Lenders, with their prior written consent, with respect to any Term Loan Increase or Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with respect to a Term Loan Increase or an Additional Term Loan Facility, as Lender which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment. In the event that lenders commit to any such increase, (i) the Commitments of the committed Lenders shall be increased accordingly, (ii) the Applicable Percentages of each an “Additional Commitment” andof the Lenders shall be adjusted accordingly (or, collectivelyin the case of a new lender not previously party hereto, the “Additional Commitments”), as described below. Upon receipt of written notice from added to Schedule 1) and the Borrower requesting shall make such borrowings and repayments as shall be necessary to effect such reallocation of the Commitments, (iii) if requested by any Lender making an additional or new commitment, new Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Loan Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders have agreed to make new commitments pursuant to this Section 2.20 without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrower upon any such increase or addition, in Commitments shall be agreed upon by the Administrative Agent shall promptly notify Arranger and the applicable Lenders of such request. At Borrower at the time of sending such notice increase. In the event of any such increase of the Commitments pursuant to the applicable Lendersthis Section 2.20, the Borrower (aggregate LC Exposure of the Lenders shall remain $25,000,000. Notwithstanding the foregoing, nothing in consultation with the Administrative Agent) this Section 2.20 shall specify the time period within which each applicable constitute or be deemed to constitute an agreement by any Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Amount, or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, and, if so, the amount thereof. Any applicable Lender so approached to provide all or a portion of an increase to the Revolving Amount or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, may elect or decline the same, in its sole discretion. Any applicable Lender not responding within such time period shall be deemed to have declined the same. The Administrative Agent shall notify the Borrower of the applicable Lenders’ responses to each request made under this Section. To achieve the full amount of a requested increase or addition, the Borrower may if necessary after receipt of responses from the applicable Lenders also invite one or more Additional Lenders to become Lenders pursuant to a joinder agreement to this Agreement in form and substance satisfactory to the Administrative AgentCommitment hereunder.

Increase in Commitment. (i) At any time during the Commitment Increase Period, the The Borrower may request by from time to time deliver a written notice to the Administrative Agent (Awho shall forward a copy to each Lender) requesting an increase to of the Revolving AmountCommitment; provided that, (Bi) to add an additional term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below) or (C) to increase the aggregate principal amount of the Term Loan made on the Closing Date (a “Term Loan Increase”); provided that the aggregate amount of all increases and additions (revolver and term) made pursuant to this subsection (b) shall not exceed $50,000,000 and provided, further, that no such increase or addition shall be permitted if (I) the Leverage Ratio would, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement, exceed the lesser of (x) 3.90:1.00 and (y) the maximum Leverage Ratio then permitted under Section 5.7(a) or (II) the covenant contained in Section 5.7(c) would not be satisfied on a pro forma basis for the most recent determination period, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement. Each such request for an increase or addition shall be in an amount of equal to at least at least $10,000,000, increased by increments 25,000,000 and in integral multiples of $1,000,0005,000,000 (or such lesser amount as the Agent may reasonably agree) in excess thereof, and (ii) the Commitment may be made by either (1) increasing, for one or more Revolving Lenders, increased up to the amount of $450,000,000 with their prior written consent, their respective Revolving Credit Commitmentsthe consent of solely the Agent and the Lender increasing its Commitment, (2iii) adding a new commitment for one or more then existing Lenders, with their prior written consent, with respect to any Term Loan Increase or Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with respect to a Term Loan Increase or an Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”), as described below. Upon receipt of written notice from the Borrower requesting any such increase or addition, the Administrative Agent shall promptly notify the applicable Lenders of such request. At at the time of sending such notice to the applicable Lendersincrease, the representations and warranties of the Borrower contained in Section 4 or any other Transaction Document or any document furnished at any time under or in connection herewith or therewith shall be true and correct in all material respects (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender except for any representation or warranty that is requested to respond (qualified by materiality or Material Adverse Effect, which shall be true and correct in no event be less than five Business Days from all respects) on and as of the date of delivery such increase, except to the extent such representations and warranties expressly related to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except for any representation or warranty that is qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects)) as of such notice)earlier date and no Default or Event of Default shall have occurred and be continuing and (iv) the Borrower shall have provided any form reasonably requested by the Lender necessary to comply with Regulation U or Regulation X, or any other provisions of the regulations of the Board of Governors of the Federal Reserve System of the United States. Each applicable Notwithstanding anything herein to the contrary, no Lender shall notify the Administrative Agent within such time period whether or not it agrees have any obligation to increase its Revolving Amount, or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, and, if so, the amount thereof. Any applicable Lender so approached to provide all or a portion of an increase to the Revolving Amount or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, may elect or decline the same, in its sole discretion. Any applicable Lender not responding within such time period Commitment and no Lender's Commitment shall be deemed increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined increase its Commitment; provided that the same. The Administrative Agent Lender shall notify the Borrower of the applicable Lenders’ responses respond to each such increase request made under this Section. To achieve the full amount of a requested increase or addition, the Borrower may if necessary after in writing not later than five (5) Business Days following its receipt of responses from the applicable Lenders also invite one or more Additional Lenders to become Lenders pursuant to a joinder agreement to this Agreement in form and substance satisfactory to the Administrative Agentsuch increase request.

Increase in Commitment. (i) At So long as (a) no Default or Unmatured Default has occurred and is continuing, and (b) the Borrower has not terminated or reduced in part any unused portion of the Commitments at any time during the Commitment Increase Periodpursuant to Section 2.5, the Borrower may request may, at any time and from time to time, by written notice to the Administrative Agent, request, not more than two (2) times each calendar year, an increase in the Aggregate Commitment within the limitations hereafter described, which notice shall set forth the amount of such increase. In accordance with Section 2.6(iv), the Aggregate Commitment may be so increased either by having one or more Purchasers that have been approved by the Borrower and the Administrative Agent become Lenders and/or by having any one or more of the then existing Lenders (at their respective election in their sole discretion) increase the amount of their Commitment ("Increasing Lenders"), provided that (A) the Commitment of any Purchaser shall not be less than $10,000,000 and the sum of the Commitments of the Purchasers and the increases in the Commitments of the Increasing Lenders shall be in an increase to the Revolving Amountaggregate amount of not less than $10,000,000 (and, if in excess thereof, in integral multiples of $5,000,000); (B) to add an additional term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below) or (C) to increase the aggregate principal amount of the Term Loan made on the Closing Date (a “Term Loan Increase”); provided that the aggregate amount of all the increases and additions (revolver and term) made in the Aggregate Commitment pursuant to this subsection (b) Section 2.6 shall not exceed $50,000,000 and provided, further, that no such increase or addition shall be permitted if 75,000,000; (IC) the Leverage Ratio wouldBorrower, after giving effect each Purchaser and/or each Increasing Lender shall have executed and delivered to the making Administrative Agent a commitment and acceptance (the "Commitment and Acceptance") substantially in the form of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement, exceed the lesser of (x) 3.90:1.00 and (y) the maximum Leverage Ratio then permitted under Section 5.7(a) or (II) the covenant contained in Section 5.7(c) would not be satisfied on a pro forma basis for the most recent determination period, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement. Each such request for an increase or addition shall be in an amount of at least $10,000,000, increased by increments of $1,000,000Exhibit F hereto, and may be made by either (1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more then existing Lenders, with their prior written consent, with respect to any Term Loan Increase or Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with respect to a Term Loan Increase or an Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”), as described below. Upon receipt of written notice from the Borrower requesting any such increase or addition, the Administrative Agent shall promptly notify have accepted and executed the applicable Lenders of such request. At same, (D) if requested by the time of sending such notice to Purchaser and/or the applicable Increasing Lenders, the Borrower shall have executed and delivered to the Administrative Agent a Note or Notes payable to the order of each Purchaser and/or each Increasing Lender, each such Note to be in the amount of such Purchaser's Commitment or such Increasing Lender's Commitment (as applicable), (E) the Guarantors shall have consented in consultation writing to the new Commitments or increases in Commitments (as applicable) and shall have agreed that their Guaranty continue in full force and effect, and (F) the Borrower, each Purchaser and/or each Increasing Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such new Commitment or increase in the Commitment (as applicable). The form and substance of the documents required under clauses (C) through (F) above shall be reasonably acceptable to the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Amount, or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, and, if so, the amount thereof. Any applicable Lender so approached to provide all or a portion of an increase to the Revolving Amount or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, may elect or decline the same, in its sole discretion. Any applicable Lender not responding within such time period shall be deemed to have declined the same. The Administrative Agent shall notify the Borrower provide prior written notice to all of the applicable Lenders’ responses Lenders hereunder of the admission of any Purchaser or the increase in the Commitment of any Increasing Lender hereunder and shall furnish to each request made of the Lenders copies of the documents required under this Section. To achieve the full amount of a requested increase or additionclause (C), the Borrower may if necessary after receipt of responses from the applicable Lenders also invite one or more Additional Lenders to become Lenders pursuant to a joinder agreement to this Agreement in form (E) and substance satisfactory to the Administrative Agent(F) above.

Increase in Commitment. (i) At any time during the Commitment Increase Periodupon written notice to Agent, the Borrower may request that the Total Commitment Amount be increased by written notice an amount not to exceed $200,000,000 in the Administrative Agent aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) an increase to no Default or Event of Default has occurred and is continuing at the Revolving Amount, (B) to add an additional term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below) or (C) to increase the aggregate principal amount time of the Term Loan made on the Closing Date (a “Term Loan Increase”); provided that the aggregate amount of all increases such request and additions (revolver and term) made pursuant to this subsection (b) shall not exceed $50,000,000 and provided, further, that no such increase or addition shall be permitted if (I) the Leverage Ratio would, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on any such effective date) and other appropriate pro forma adjustments in accordance with this Agreement, exceed the lesser of (x) 3.90:1.00 increase and (yB) Borrower shall have delivered to Agent, together with such written notice, a copy of Borrower’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the maximum Leverage Ratio then permitted under Section 5.7(a) or (II) requested increase in the covenant contained in Section 5.7(c) would not be satisfied on a pro forma basis for the most recent determination periodTotal Commitment Amount, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement. Each such request for an increase or addition which resolutions shall be certified by the Secretary of Borrower as being true, correct, complete and in an amount of at least $10,000,000, increased by increments of $1,000,000, full force and may be made by either (1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more then existing Lenders, with their prior written consent, with respect to any Term Loan Increase or Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with respect to a Term Loan Increase or an Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”), as described beloweffect. Upon receipt of written notice from the Borrower requesting any such increase or additionrequest, the Administrative Agent shall promptly notify the applicable Lenders deliver a copy of such requestrequest to each Bank. At Borrower shall set forth in such request the time amount of sending the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such notice to the applicable Lenders, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender increase is requested to respond become effective (which shall in no event be not less than five 10 Business Days from nor more than sixty (60) days after the date of delivery such request and that, in any event, must be at least ninety (90) days prior to the last day of such noticethe Commitment Period). Each applicable Lender , and shall notify offer each Bank the Administrative Agent within such time period whether or not it agrees opportunity to increase its Revolving AmountCommitment. Each Bank shall, or provide a portion by notice to Borrower and Agent given not more than ten (10) days after the date of the relevant Additional Term Loan Facility or Term Loan IncreaseAgent’s notice, and, if so, the amount thereof. Any applicable Lender so approached either agree to provide increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an increase to the Revolving Amount or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, may elect “Increasing Bank”) or decline the same, in to increase its sole discretion. Any applicable Lender Revolving Commitment (and any such Bank that does not responding deliver such a notice within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the same. The Administrative 10th day after Agent shall notify the Borrower of the applicable Lenders’ responses to each request made under this Section. To achieve the full amount of a requested increase or additionhave delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Borrower, Borrower may if necessary after receipt of responses from the applicable Lenders also invite arrange for one or more Additional Lenders banks or other entities that are reasonably acceptable to become Lenders pursuant Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Borrower and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a joinder agreement Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Borrower if Borrower is unable to this Agreement arrange for, or chooses not to arrange for, Augmenting Banks, in form and substance satisfactory to the Administrative Agentfull amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Borrower, then Agent shall, in consultation with Borrower, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amount.

Increase in Commitment. (i) At any time during Unless a Default has occurred and is continuing, and subject to the Commitment Increase Periodsatisfaction of the conditions in Section 2.20(b), the Borrower may request Company, by written notice to the Administrative Agent (Athe "ADDITIONAL COMMITMENT NOTICE"), may request on up to two (2) occasions during the Availability Period and prior to May 27, 2006 that the total Commitments be increased by an increase to the Revolving Amount, (B) to add an additional term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below) or (C) to increase amount not less than $20,000,000 per request and not more than $50,000,000 in the aggregate principal amount of (such that the Term Loan made on the Closing Date (a “Term Loan Increase”total Commitments after such increase shall never exceed $225,000,000); provided that the aggregate amount of all increases and additions (revolver and term) made pursuant to this subsection (b) shall not exceed $50,000,000 and provided, further, that no such increase or addition shall be permitted if (I) the Leverage Ratio would, after giving effect to the making of for any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement, exceed the lesser of (x) 3.90:1.00 and (y) the maximum Leverage Ratio then permitted under Section 5.7(a) or (II) the covenant contained in Section 5.7(c) would not be satisfied on a pro forma basis for the most recent determination period, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement. Each such request for an increase or addition shall be in an amount of at least $10,000,000, increased by increments of $1,000,000, and may be made by either (1a) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more then existing Lenders, with their prior written consent, with respect to any Term Loan Increase or Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with respect to a Term Loan Increase or an Additional Term Loan Facility, as Lender which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (each an “Additional Commitment” and, collectivelyb) in the event that the Lenders party to this Agreement prior to such request do not elect to increase their respective Commitments to cover the amount of the requested increase, the “Additional Arranger shall use commercially reasonable efforts to locate additional lenders reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that lenders commit to any such increase, (i) the Commitments of the committed Lenders shall be increased accordingly, (ii) the Applicable Percentages of each of the Lenders shall be adjusted accordingly (or, in the case of a new lender not previously party hereto, added to SCHEDULE 1) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect such reallocation of the Commitments”), (iii) if requested by any Lender making an additional or new commitment, new Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Loan Document as described belowmay be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders have agreed to make new commitments pursuant to this Section 2.20 without the consent of any Lender other than those Lenders increasing their Commitments. Upon receipt of written notice from The fees payable by the Borrower requesting Borrowers upon any such increase or addition, in Commitments shall be agreed upon by the Administrative Agent shall promptly notify Arranger and the applicable Lenders of such request. At Borrowers at the time of sending such notice increase. In the event of any such increase of the Commitments pursuant to the applicable Lendersthis Section 2.20, the Borrower (aggregate LC Exposure of the Lenders shall remain $20,000,000. Notwithstanding the foregoing, nothing in consultation with the Administrative Agent) this Section 2.20 shall specify the time period within which each applicable constitute or be deemed to constitute an agreement by any Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Amount, or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, and, if so, the amount thereof. Any applicable Lender so approached to provide all or a portion of an increase to the Revolving Amount or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, may elect or decline the same, in its sole discretion. Any applicable Lender not responding within such time period shall be deemed to have declined the same. The Administrative Agent shall notify the Borrower of the applicable Lenders’ responses to each request made under this Section. To achieve the full amount of a requested increase or addition, the Borrower may if necessary after receipt of responses from the applicable Lenders also invite one or more Additional Lenders to become Lenders pursuant to a joinder agreement to this Agreement in form and substance satisfactory to the Administrative AgentCommitment hereunder.

Increase in Commitment. (a) The Borrower, on behalf of the Borrower and Guarantors, may, on any Business Day after the date hereof, increase the aggregate amount of the Revolving Credit Commitments and/or outstanding Term Loans and/or create one or more additional tranches of term loans (each additional tranche of term loans, an “Incremental Term Loan”); provided, however, that (i) At any time during the Commitment Amount Increase Period, the Borrower may request by written notice to the Administrative Agent (A) an increase to the Revolving Amount, (B) to add an additional term loan facility to this Agreement (the “Additional or Incremental Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below) or (C) to increase that results in the sum of the aggregate Revolving Credit Commitments plus the aggregate original principal amount of the Term Loan made Loans and Incremental Term Loans to be in excess of $2,900,000,000 minus, to the extent not utilized by the Borrower on or prior to August 25, 2013, up to $115,000,000, will require the Closing Date approval of the Required Banks (a “and in all other cases, no approval or consent of any Bank shall be required except the Banks providing such Commitment Amount Increase or Incremental Term Loan Increase”and the consents contemplated by clause (v) below); provided that the aggregate amount , (ii) any Commitment Amount Increase or issuance of all increases and additions (revolver and term) made pursuant to this subsection (b) shall not exceed $50,000,000 and provided, further, that no such increase or addition shall be permitted if (I) the Leverage Ratio would, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement, exceed the lesser of (x) 3.90:1.00 and (y) the maximum Leverage Ratio then permitted under Section 5.7(a) or (II) the covenant contained in Section 5.7(c) would not be satisfied on a pro forma basis for the most recent determination period, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement. Each such request for an increase or addition Incremental Term Loans shall be in an amount of at least not less than $10,000,000, increased by increments of $1,000,000, and 50,000,000 (or such lesser amount as may be made by either (1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more then existing Lenders, with their prior written consent, with respect to any Term Loan Increase or Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with respect to a Term Loan Increase or an Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”), as described below. Upon receipt of written notice from the Borrower requesting any such increase or addition, the Administrative Agent shall promptly notify the applicable Lenders of such request. At the time of sending such notice to the applicable Lenders, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Amount, or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, and, if so, the amount thereof. Any applicable Lender so approached to provide all or a portion of an increase to the Revolving Amount or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, may elect or decline the same, in its sole discretion. Any applicable Lender not responding within such time period shall be deemed to have declined the same. The Administrative Agent shall notify the Borrower of the applicable Lenders’ responses to each request made under this Section. To achieve the full amount of a requested increase or addition, the Borrower may if necessary after receipt of responses from the applicable Lenders also invite one or more Additional Lenders to become Lenders pursuant to a joinder agreement to this Agreement in form and substance satisfactory acceptable to the Administrative Agent), (iii) no Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase or issuance of Incremental Term Loans or will result therefrom, (iv) all representations and warranties contained in Article 4 hereof shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase or issuance of Incremental Term Loans (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such date), and (v) the Administrative Agent and, in the case of an increase in the Revolving Credit Commitment, each Letter of Credit Issuer and the Swing Line Lender, shall have provided their written consent (which consents shall not be unreasonably withheld).