Common use of Increases of the Term Loans or Revolving Loan Commitments Clause in Contracts

Increases of the Term Loans or Revolving Loan Commitments. At the mutual discretion of Borrower and Lead Arranger, Borrower may request in writing at any time that (x) the then effective aggregate principal amount of the Term Loans be increased, and/or (y) the then effective aggregate principal amount of Revolving Loan Commitments be increased; provided that (1) the principal amount of the increases for any reason in Term Loans and/or Revolving Loan Commitments pursuant to this subsection 2.1A(iii) shall not exceed $200,000,000 in the aggregate (the "Greenshoe Option"), (2) Borrower may not make more than two requests for such increases in Term Loans and/or Revolving Loan Commitments pursuant to the Greenshoe Option, and (3) no Event of Default or Potential Event of Default shall have occurred and be continuing or occur as a result of such increases in Term Loans and/or Revolving Loan Commitments. Any request under this subsection 2.1A(iii) shall be submitted by Borrower to Administrative Agent (and Administrative Agent shall promptly forward copies to Lenders), specify the proposed effective date and amount of such increase and be accompanied by an Officer’s Certificate certifying that no Event of Default or Potential Event of Default exists or will occur as a result of such increase. Borrower shall specify any fees offered to those Lenders (the "Increasing Lenders") that agree to increase the principal amount of their Term Loans or Revolving Loan Commitments, as the case may be, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Term Loans or Revolving Loan Commitment, as the case may be. No Lender shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Term Loans or Revolving Loan Commitment, as the case may be. Only the consent of each Increasing Lender shall be required for an increase in the aggregate principal amount of the Term Loans or Revolving Loan Commitments, as the case may be, pursuant to this subsection 2.1A(iii). No Lender that elects not to increase the principal amount of its Term Loan or Revolving Loan Commitment, as the case may be, may be replaced in respect of its existing Term Loans or Revolving Loan Commitment, as the case may be, as a result thereof without such Lender’s consent.

Increases of the Term Loans or Revolving Loan Commitments. At the mutual discretion of Borrower and Lead Arranger, (a) Borrower may request in writing at any time that (x) one or more new term loan commitments (the then effective aggregate principal amount of the “New Term Loans Loan Commitments”) be increased, established and/or (y) the then effective aggregate principal amount of Revolving Loan Commitments be increased; provided that (1) the principal increased in an aggregate amount of the for all such New Term Loan Commitments and increases for any reason in Term Loans and/or Revolving Loan Commitments pursuant to this subsection 2.1A(iii) shall not exceed in excess of $200,000,000 in the aggregate and not less than $50,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent) and integral multiples of $5,000,000 in excess of that amount (the "Greenshoe Option"“General Incremental Facility”), ; provided that (2) Borrower may not make more than two requests for such increases in Term Loans and/or Revolving Loan Commitments pursuant to the Greenshoe Option, and (3I) no Event of Default or Potential Event of Default shall have occurred and be continuing or occur as a result of such New Term Loan Commitments or increases in Term Loans and/or Revolving Loan Commitments, (II) after giving effect to each establishment of, and/or increase in, Loans and/or Commitments under the General Incremental Facility and any acquisitions or dispositions effected since the then most recently ended Fiscal Quarter for which financial statements have been delivered, Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.6 as of the end of such Fiscal Quarter (assuming the full borrowing of new Loans in an amount equal to the amount of Loans related to such establishment of, and/or increase in, Loans and/or Commitments under the General Incremental Facility in accordance with this subsection 2.1A(iv)(a), the consummation of any such acquisitions or dispositions and the incurrence or assumption, or repayment, of any Indebtedness in connection therewith occurred as of the first day of such period being tested), and (III) all fees and expenses then owing to Administrative Agent and the Lenders in connection with the General Incremental Facility shall have been paid in full. Any request under this subsection 2.1A(iii2.1A(iv)(a) shall be submitted by Borrower to Administrative Agent (and Administrative Agent shall promptly forward copies to Lenders), specify the proposed effective date and amount of such New Term Loan Commitments or increase in Revolving Loan Commitments and be accompanied by an Officer’s Certificate certifying that no Event of Default or Potential Event of Default exists or will occur as a result of such increaseNew Term Loan Commitments or increase in Revolving Loan Commitments. Borrower shall specify any fees offered to those Lenders (the "“Increasing Lenders"”) that agree to acquire such New Term Loan Commitments or increase the principal amount of their Term Loans or Revolving Loan Commitments, as the case may be, which fees may be variable based upon the amount of such New Term Loan Commitments any such Lender is willing to acquire or amount by which any such Lender is willing to increase the principal amount of its Term Loans or Revolving Loan Commitment, as the case may be. No Lender shall have any obligation, express or implied, to offer to acquire any New Term Loan Commitments or increase the aggregate principal amount of its Term Loans or Revolving Loan Commitment, as the case may be. Only the consent of each Increasing Lender shall be required for an issuance of New Term Loan Commitments or an increase in the aggregate principal amount of the Term Loans or Revolving Loan Commitments, as the case may be, pursuant to this subsection 2.1A(iii2.1A(iv). No Lender that elects not to acquire any New Term Loan Commitments or increase the principal amount of its Term Loan or Revolving Loan Commitment, as the case may be, may be replaced in respect of its existing Term Loans or Revolving Loan Commitment, as the case may be, as a result thereof without such Lender’s consent.

Increases of the Term Loans or Revolving Loan Commitments. At the mutual discretion of Borrower and Lead Arranger, (a) Borrower may request in writing at any time that (x) one or more new term loan commitments (the then effective aggregate principal amount of the “New Term Loans Loan Commitments”) be increased, established and/or (y) the then effective aggregate principal amount of Revolving Loan Commitments be increased; provided that (1) the principal increased in an aggregate amount of the for all such New Term Loan Commitments and increases for any reason in Term Loans and/or Revolving Loan Commitments pursuant to this subsection 2.1A(iii) shall not exceed in excess of $200,000,000 in the aggregate and not less than $50,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent) and integral multiples of $5,000,000 in excess of that amount (the "Greenshoe Option"“General Incremental Facility”); provided that (I) no Event of Default shall have occurred and be continuing as of the date of such request, (2) Borrower may not make more than two requests for such increases in Term Loans and/or Revolving Loan Commitments pursuant to the Greenshoe Option, and (3II) no Event of Default or Potential Event of Default shall have occurred and be continuing on the effective date thereof, or occur as a result of such New Term Loan Commitments or increases in Term Loans and/or Revolving Loan Commitments, (IIIII) after giving effect to each establishment of, and/or increase in, Loans and/or Commitments under the General Incremental Facility and any acquisitions or dispositions effected since the then most recently ended Fiscal Quarter for which financial statements have been delivered, Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.6 as of the end of such Fiscal Quarter (assuming the full borrowing of new Loans in an amount equal to the amount of Loans related to such establishment of, and/or increase in, Loans and/or Commitments under the General Incremental Facility in accordance with this subsection 2.1A(iv)(a), the consummation of any such acquisitions or dispositions and the incurrence or assumption, or repayment, of any Indebtedness in connection therewith occurred as of the first day of such period being tested), and (IIIIV) all fees and expenses then owing to Administrative Agent and the Lenders in connection with the General Incremental Facility shall have been paid in full. Any request under this subsection 2.1A(iii2.1A(iv)(a) shall be submitted by Borrower to Administrative Agent (and Administrative Agent shall promptly forward copies to Lenders), specify the proposed effective date and amount of such New Term Loan Commitments or increase in Revolving Loan Commitments and be accompanied by an Officer’s Certificate certifying that no Event of Default or Potential Event of Default exists or will occur as a result of such increaseNew Term Loan Commitments or increase in Revolving Loan Commitmentsas to the matters described in clauses (I), (II) and (III) of the immediately preceding paragraph. Borrower shall specify any fees offered to those Lenders (the "“Increasing Lenders"”) that agree to acquire such New Term Loan Commitments or increase the principal amount of their Term Loans or Revolving Loan Commitments, as the case may be, which fees may be variable based upon the amount of such New Term Loan Commitments any such Lender is willing to acquire or amount by which any such Lender is willing to increase the principal amount of its Term Loans or Revolving Loan Commitment, as the case may be. No Lender shall have any obligation, express or implied, to offer to acquire any New Term Loan Commitments or increase the aggregate principal amount of its Term Loans or Revolving Loan Commitment, as the case may be. Only the consent of each Increasing Lender shall be required for an issuance of New Term Loan Commitments or an increase in the aggregate principal amount of the Term Loans or Revolving Loan Commitments, as the case may be, pursuant to this subsection 2.1A(iii2.1A(iv). No Lender that elects not to acquire any New Term Loan Commitments or increase the principal amount of its Term Loan or Revolving Loan Commitment, as the case may be, may be replaced in respect of its existing Term Loans or Revolving Loan Commitment, as the case may be, as a result thereof without such Lender’s consent.

Increases of the Term Loans or Revolving Loan Commitments. (a) At the mutual discretion of Borrower and Lead Arranger, Borrower may request in writing at any time during the period from the Effective Date to and including the second anniversary of the Effective Date that (x) the then effective aggregate principal amount of the Term Loans be increased, and/or (y) the then effective aggregate principal amount of Revolving Loan Commitments be increased; provided that (1) the principal amount of the increases for any reason -------- in Term Loans and/or Revolving Loan Commitments pursuant to this subsection 2.1A(iii) shall not exceed $200,000,000 100,000,000 in the aggregate (the "General Greenshoe Option"), provided, further that Borrower shall have an additional right to also increase the amount of the Term Loans and/or the Revolving Loan Commitments in an amount not to exceed $75,000,000 in the aggregate at any time during the period from the Effective Date to and including the second anniversary of the Effective Date (the "Black Hawk Greenshoe Option") if 100% of the proceeds will be used in connection with the Black Hawk Transaction, (2) Borrower shall designate at the time of its request for any increase whether such increase is pursuant to the General Greenshoe Option or the Black Hawk Greenshoe Option, (3) Borrower may not make more than two requests for such increases in Term Loans and/or Revolving Loan Commitments pursuant to the General Greenshoe Option and may not make more than one request for such increases in Term Loans and/or Revolving Loans pursuant to the Black Hawk Greenshoe Option, and (34) no Event of Default or Potential Event of Default shall have occurred and be continuing or occur as a result of such increases in Term Loans and/or Revolving Loan Commitments. Any request under this subsection 2.1A(iii) shall be submitted by Borrower to Administrative Agent (and Administrative Agent shall promptly forward copies to Lenders), specify the proposed effective date and amount of such increase and be accompanied by an Officer’s 's Certificate certifying that no Event of Default or Potential Event of Default exists or will occur as a result of such increase. Borrower shall specify any fees offered to those Lenders (the "Increasing Lenders") that agree to increase the principal amount of their Term Loans or Revolving Loan Commitments, as the case may be, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Term Loans or Revolving Loan Commitment, as the case may be. No Lender shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Term Loans or Revolving Loan Commitment, as the case may be. Only the consent of each Increasing Lender shall be required for an increase in the aggregate principal amount of the Term Loans or Revolving Loan Commitments, as the case may be, pursuant to this subsection 2.1A(iii). No Lender that elects not to increase the principal amount of its Term Loan or Revolving Loan Commitment, as the case may be, may be replaced in respect of its existing Term Loans or Revolving Loan Commitment, as the case may be, as a result thereof without such Lender’s 's consent.

Increases of the Term Loans or Revolving Loan Commitments. At the mutual discretion of Borrower and Lead ArrangerAdministrative Agent, Borrower may request in writing at any time during the period from the date hereof to and including the day preceding the Revolving Loan Commitment Termination Date that (x) the then effective aggregate principal amount of the Term Loans be increased, and/or (y) the then effective aggregate principal amount of Revolving Loan Commitments be increased; provided that (1) the aggregate principal amount of the increases for any reason in Term Loans and/or Revolving Loan Commitments pursuant to this subsection 2.1A(iii) shall not exceed $200,000,000 in the aggregate (the "Greenshoe Option")12,500,000, (2) Borrower may not make more than two requests one request for such increases increase in Term Loans and/or Revolving Loan Commitments pursuant to the Greenshoe OptionCommitments, and (3) no Event of Default or Potential Event of Default shall have occurred and be continuing or shall occur as a result of such increases in Term Loans and/or Revolving Loan Commitments, (4) Borrower shall, and shall cause its Subsidiaries to, execute and deliver such documents and instruments and take such other actions (including, without limitation, obtaining appropriate endorsements to title insurance policies) as may be reasonably requested by Administrative Agent in connection with such increases. Any request under this subsection 2.1A(iii) shall be submitted by Borrower to Administrative Agent (and Administrative Agent which shall promptly forward copies to Lenders), specify the proposed effective date and amount of such increase and be accompanied by an Officer’s 's Certificate certifying stating that no Event of Default or Potential Event of Default exists or will occur as a result of such increase. Borrower shall specify any fees offered to those Lenders (the "Increasing Lenders") that agree to increase the principal amount of their Term Loans or Revolving Loan Commitments, as the case may be, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Term Loans or Revolving Loan Commitment, as the case may be. No Lender shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Term Loans Loan or Revolving Loan Commitment, as the case may be. Only the consent of any Lender agreeing to increase its Term Loans or Revolving Loan Commitments, as the case may be (each an "Increasing Lender Lender") shall be required for an increase in the aggregate principal amount of the Term Loans or Revolving Loan Commitments, as the case may be, pursuant to this subsection 2.1A(iii). No Lender that which elects not to increase the principal amount of its Term Loan or Revolving Loan Commitment, as the case may be, may be replaced in respect of its existing Term Loans Loan or Revolving Loan Commitment, as the case may be, as a result thereof without such Lender’s 's consent. Each Increasing Lender shall as soon as practicable specify the amount of the proposed increase which it is willing to assume. Borrower may accept some or all of the offered amounts or designate new lenders who qualify as Eligible Assignees and which are reasonably acceptable to Administrative Agent as additional Lenders hereunder in accordance with this subsection 2.1A(iii) (each such new lender being a "New Lender"), which New Lender may assume all or a portion of the increase in the aggregate principal amount of the Term Loans or Revolving Loan Commitments, as the case may be provided that any addition of a New Lender with a Revolving Loan Commitment shall be subject to the prior approval of Administrative Agent and each Issuing Lender (which approval may be given or withheld in their sole discretion). Borrower and Administrative Agent shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of Term Loans or Revolving Loan Commitments, as the case may be, among Increasing Lenders and New Lenders. Goldman Sachs, Dresdner Bank, Xxxxxxnx Xxxital and Union Bank of Switzerland shall be deemed to be acceptable to Administrative Agent for purposes of this section, provided that Regiment Capital shall be deemed acceptable only as a Term Lender. Each New Lender designated by Borrower and acceptable to Administrative Agent shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the aggregate principal amount of the Term Loans or Revolving Loan Commitments, as the case may be, upon its execution of an Agreement of Joinder in the form of Exhibit XIII. Subject to the foregoing, any increase requested by Borrower shall be effective as of the date proposed by Borrower and shall be in the principal amount equal to (i) the principal amount which Increasing Lenders are willing to assume as increases to the principal amount of their Term Loans or Revolving Loan Commitments, as the case may be, plus (ii) the principal amount offered by New Lenders with respect to Term Loans or Revolving Loan Commitments, as the case may be, in either case as adjusted by Borrower and Administrative Agent pursuant to this subsection 2.1A(iii). All new Term Loans to be made under this subsection 2.1A(iii) shall be made to Borrower on the same day as such increase in Term Loans under this subsection 2.1A(iii) becomes effective (the "Term Loan Funding Date") and proceeds of such Term Loans shall be applied first to reduce any Revolving Loans then outstanding. In addition, if any New Lenders and/or Increasing Lender increase their Revolving Loan Commitments or assume new Revolving Loan Commitments and any Revolving Loans are then outstanding (after giving effect to any prepayment to occur on such date in accordance with the immediately preceding sentence), borrowings shall be made by Borrower on the date such lenders become New Lenders or Increasing Lenders and applied to prepay outstanding Revolving Loans of Lenders holding Revolving Loan Commitments prior to such increase (in accordance with their Pro Rata Shares in effect before giving effect to such increase) to the extent necessary so that after giving effect to such borrowings and prepayments, the outstanding Revolving Loans of each Lender with a Revolving Loan Commitment shall be in accordance with such Lender's Pro Rata Share. Such New Lenders and/or Increasing Lenders shall be deemed to have, and each such Lender agrees to, purchase a participation in all outstanding Letters of Credit and any drawings honored thereunder equal to such New Lender's and/or Increasing Lender's Pro Rata Share from each of the other Lenders with Revolving Loan Commitments. Upon effectiveness of any such increase, the Pro Rata Share of each Lender will be adjusted to give effect to the increase in Term Loans or Revolving Loan Commitments, as the case may be, Administrative Agent shall distribute to Lenders a revised Schedule 2.1 reflecting the Term Loan, Revolving Loan Commitment and Pro Rata Share of each Lender after giving effect to such increase. To the extent that the adjustment of Pro Rata Shares results in loss or expenses to any Lender as a result of the prepayment of any Adjusted Eurodollar Rate Loan on a date other than the scheduled last day of the applicable Interest Period, Borrower shall be responsible for such loss or expense pursuant to subsection 2.6D. Notwithstanding anything in Sections 2.2 , 2.3, 3.2 and 3.3D(ii) to the contrary, to the extent the Revolving Loan Commitments are added after the Closing Date, any portion of commitment fees or interest accrued in respect of Revolving Loans or Revolving Loan Commitments prior to the date of such increase in Revolving Loan Commitments shall not be payable in respect of such added Revolving Loan Commitments but shall be payable only to Lenders holding Revolving Loan Commitments prior to such increase in accordance with their respective Pro Rata Shares as in effect prior to such increase in the Revolving Loan Commitments.

Increases of the Term Loans or Revolving Loan Commitments. (a) At the mutual discretion of Borrower and Lead Arranger, Borrower may request in writing at any time during the period from the Effective Date to and including the second anniversary of the Effective Date that (x) the then effective aggregate principal amount of the any existing Type or Types of Term Loans be increased, and/or (y) the then effective aggregate principal amount of Revolving Loan Commitments be increased; provided that (1) the aggregate principal amount of the increases for any reason in Term Loans and/or Revolving Loan Commitments pursuant to this subsection 2.1A(iii2.1A(iv) shall not exceed $200,000,000 45,000,000 in the aggregate (the "Greenshoe Option")aggregate, (2) Borrower may not make more than two three requests for such increases in Term Loans and/or Revolving Loan Commitments pursuant to the Greenshoe Option, and (3) no Event of Default or Potential Event of Default shall have occurred and be continuing or occur as a result of such increases in Term Loans and/or Revolving Loan Commitments. Any request under this subsection 2.1A(iii2.1A(iv) shall be submitted by Borrower to Administrative Agent (and Administrative Agent which shall promptly forward copies to Lenders), specify the proposed effective date and amount of such increase and be accompanied by an Officer’s 's Certificate certifying that no Event of Default or Potential Event of Default exists or will occur as a result of such increase. Borrower shall specify any fees offered to those Lenders (the "Increasing Lenders") that agree to increase the principal amount of their applicable Term Loans or Revolving Loan Commitments, as the case may be, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its applicable Term Loans or Revolving Loan Commitment, as the case may be. No Lender shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its applicable Term Loans or Revolving Loan Commitment, as the case may be. Only the consent of each Increasing Lender shall be required for an increase in the aggregate principal amount of the applicable Term Loans or Revolving Loan Commitments, as the case may be, pursuant to this subsection 2.1A(iii2.1A(iv). No Lender that elects not to increase the principal amount of its Term Loan or Revolving Loan Commitment, as the case may be, may be replaced in respect of its existing applicable Term Loans or Revolving Loan Commitment, as the case may be, as a result thereof without such Lender’s 's consent.

Increases of the Term Loans or Revolving Loan Commitments. (a) At the mutual discretion of Borrower and Lead Arranger, Borrower may request in writing at any time that (x) the then effective aggregate principal amount of the Term Loans be increased, and/or (y) the then effective aggregate principal amount of Revolving Loan Commitments be increased; provided that (1) the principal amount of the increases for any reason in Term Loans and/or Revolving Loan Commitments pursuant to this subsection 2.1A(iii) shall not exceed $200,000,000 25,000,000 in the aggregate (the "“Greenshoe Option"”), (2) Borrower may not make more than two requests one request for such increases in Term Loans and/or Revolving Loan Commitments pursuant to the Greenshoe Option, and (3) no Event of Default or Potential Event of Default shall have occurred and be continuing or occur as a result of such increases in Term Loans and/or Revolving Loan Commitments. Any request under this subsection 2.1A(iii) shall be submitted by Borrower to Administrative Agent (and Administrative Agent shall promptly forward copies to Lenders), specify the proposed effective date and amount of such increase and be accompanied by an Officer’s Certificate certifying that no Event of Default or Potential Event of Default exists or will occur as a result of such increase. Borrower shall specify any fees offered to those Lenders (the "“Increasing Lenders"”) that agree to increase the principal amount of their Term Loans or Revolving Loan Commitments, as the case may be, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Term Loans or Revolving Loan Commitment, as the case may be. No Lender shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Term Loans or Revolving Loan Commitment, as the case may be. Only the consent of each Increasing Lender shall be required for an increase in the aggregate principal amount of the Term Loans or Revolving Loan Commitments, as the case may be, pursuant to this subsection 2.1A(iii). No Lender that elects not to increase the principal amount of its Term Loan or Revolving Loan Commitment, as the case may be, may be replaced in respect of its existing Term Loans or Revolving Loan Commitment, as the case may be, as a result thereof without such Lender’s consent.