Common use of Incremental Revolving Credit Commitments Clause in Contracts

Incremental Revolving Credit Commitments. On any Incremental Facility Effective Date on which any Incremental Revolving Credit Commitment is effected, subject to the satisfaction of the foregoing terms and conditions of this Section 2.25, (i) each of the Revolving Lenders shall assign to each of the applicable Incremental Revolving Lenders, and each of such Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Incremental Facility Effective Date as shall be necessary in order that, upon giving effect to all such assignments and purchases, the Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Loan Commitment of the Class of Revolving Commitments increased and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan, (iii) each Incremental Revolving Lender shall become a Lender with respect to the Revolving Credit Commitments and all matters relating thereto, and (iv) each Incremental Revolving Credit Commitment shall be effected pursuant to one or more Joinder Agreements, each of which Administrative Agent shall record in the Register. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to transactions effected pursuant to the immediately preceding sentence.

Incremental Revolving Credit Commitments. On Notwithstanding anything in Section 9.08 to the contrary, and in addition to the Greenshoe Option, this Agreement and the other Loan Documents may be amended at any Incremental Facility time, and from time to time, after the Second Amendment Effective Date on which any Incremental to increase the aggregate Revolving Credit Commitment is effected, subject Commitments under this Agreement (which increase shall be allocated to the satisfaction any of the foregoing terms outstanding Tranches of Revolving Credit Commitments at the discretion of the Borrower), at the discretion of the Borrower, by an agreement in writing entered into by the Borrower, the Administrative Agent, the Collateral Agent and conditions of each Person (including any Lender) that shall agree to provide such Revolving Credit Commitments (and each such Person that shall not already be a Lender shall, at the time such agreement becomes effective, become a Lender with the same effect as if it had originally been a Lender under this Section 2.25, Agreement with the Revolving Credit Commitments set forth in such agreement); provided that (i) each the aggregate amount of Revolving Credit Commitments established pursuant to this paragraph shall not exceed the aggregate amount of Revolving Lenders Credit Commitments that have been terminated pursuant to Section 2.11, (ii) no Default or Event of Default shall assign to each of have occurred and be continuing at the applicable Incremental Revolving Lenders, and each time of such Incremental Revolving Lenders shall purchase from each of the Revolving Lendersincrease, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Incremental Facility Effective Date as shall be necessary in order that, upon giving effect to all such assignments and purchases, the Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Loan Commitments iii) after giving effect to such increase, the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) each Incremental Revolving Credit Commitment Borrower shall be deemed for all purposes in compliance on a Revolving Loan Commitment Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13 recomputed as of the Class date of Revolving Commitments increased and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan, (iii) each Incremental Revolving Lender shall become a Lender with respect to the Revolving Credit Commitments and all matters relating thereto, last ended Test Period and (iv) each Incremental no Revolving Credit Commitment Commitments of any Lender shall be effected increased without the consent of such Lender. The Revolving Credit Commitments established pursuant to one or more Joinder Agreementsthis paragraph shall constitute Revolving Credit Commitments under, each of which Administrative Agent and shall record in be entitled to all the Register. The Administrative Agent benefits afforded by, this Agreement and the Lenders hereby agree that other Loan Documents, and shall, without limiting the minimum borrowingforegoing, pro rata borrowing benefit equally and pro rata payment requirements contained elsewhere in this Agreement shall not apply to transactions effected pursuant to ratably from the immediately preceding sentenceGuarantees and security interests created by the Security Documents.”.

Incremental Revolving Credit Commitments. On any Incremental Facility Effective Date on which any (a) One or more Borrowers may, by written notice to the Administrative Agent from time to time, request Incremental Revolving Credit Commitment is effectedCommitments in an aggregate amount not to exceed the Incremental Facility Amount in effect at such time from one or more Incremental Revolving Credit Lenders, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that each Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the satisfaction approval of the foregoing terms and conditions Administrative Agent, the Issuing Bank and, in the case of this Section 2.25Incremental Domestic Revolving Credit Commitments or Incremental Multicurrency Revolving Credit Commitments, the applicable Swingline Lender (which approvals shall not be unreasonably withheld). Such written notice shall set forth (i) each the identity of the Borrower or Borrowers to which the Incremental Revolving Lenders Credit Commitments shall assign to each be extended, (ii) the amount of the applicable Incremental Revolving LendersCredit Commitments being requested, and each of such Incremental Revolving Lenders shall purchase from each of (iii) the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding date on such Incremental Facility Effective Date as shall be necessary in order that, upon giving effect to all such assignments and purchases, the Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of which such Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the Revolving Loan Commitmentsdate of such notice, (iiunless otherwise agreed to by the Administrative Agent) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Loan Commitment of the Class of Revolving Commitments increased and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan, (iii) each Incremental Revolving Lender shall become a Lender with respect to the Revolving Credit Commitments and all matters relating thereto, and (iv) each whether such Incremental Revolving Credit Commitment shall Commitments are to be effected pursuant Domestic Revolving Credit Commitments, Multicurrency Revolving Credit Commitments, U.K. Revolving Credit Commitments or commitments to one or more Joinder Agreementsmake revolving loans on terms different from the then existing Revolving Loans (such loans, each of which Administrative Agent shall record in the Register. The Administrative Agent and the Lenders hereby agree that the minimum borrowing“Specified Incremental Revolving Loans” and, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to transactions effected pursuant to the immediately preceding sentencesuch commitments, “Specified Incremental Revolving Credit Commitments”).

Incremental Revolving Credit Commitments. On any Incremental Facility (a) Subject to the terms and conditions set forth herein, the U.S. Borrower and each Increasing Revolving Credit Lender agree that, on the Fifth Amendment Effective Date Date, the Revolving Credit Commitment of such Increasing Revolving Credit Lender shall increase by (or, if such Person is not already a Revolving Credit Lender, such Increasing Revolving Credit Lender shall have a Revolving Credit Commitment equal to) the amount set forth opposite its name on which any Schedule I hereto under the heading “Incremental Revolving Credit Commitment is effectedCommitments”. (b) Each party hereto acknowledges and agrees that, subject on the Fifth Amendment Effective Date, the Pro Rata Shares of all the Revolving Credit Lenders shall automatically be adjusted to give effect to the satisfaction provisions of Section 1(a). Without limiting the foregoing terms foregoing, each Increasing Revolving Credit Lender further acknowledges and conditions agrees that, on the Fifth Amendment Effective Date and without any further action on the part of this Section 2.25any Person, each L/C Issuer shall be deemed to have granted to such Increasing Revolving Credit Lender, and such Increasing Revolving Credit Lender shall have acquired from such L/C Issuer Bank, an undivided interest and participation in each Letter of Credit and the related L/C Obligations outstanding issued by such L/C Issuer and outstanding on the Fifth Amendment Effective Date equal to such Increasing Revolving Credit Lender’s Pro Rata Share (as so automatically redetermined on the Fifth Amendment Effective Date) of such L/C Obligations. (c) The parties hereto acknowledge and agree that (i) each any loans made pursuant to any Revolving Credit Commitment increased pursuant hereto (or a new Revolving Credit Commitment provided pursuant hereto) (A) shall constitute Obligations and have all of the Revolving Lenders benefits thereof, (B) shall assign be secured by the Liens granted to each the Administrative Agent for the benefit of the applicable Incremental Revolving Lenders, Secured Parties under the Collateral Documents and each of such Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Incremental Facility Effective Date as C) shall be necessary in order that, upon giving effect to “Revolving Loans” and “Loans” for all such assignments purposes under the Loan Documents and purchases, the Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) each Incremental Increasing Revolving Credit Commitment Lender shall be deemed for have all purposes a Revolving Loan Commitment of the Class of Revolving Commitments increased rights, remedies, privileges and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan, (iii) each Incremental Revolving Lender shall become a Lender with respect protections applicable to the “Revolving Credit Commitments Lenders” and all matters relating theretothe “Lenders” under, and (iv) each Incremental Revolving as defined in, the Credit Commitment shall be effected pursuant to one or more Joinder Agreements, each of which Administrative Agent shall record in the Register. The Administrative Agent Agreement and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to transactions effected pursuant to the immediately preceding sentenceother Loan Documents. SECTION 2.

Incremental Revolving Credit Commitments. On any Incremental Facility Effective Date on which any (a) One or more Borrowers may, by written notice to the Administrative Agent from time to time, request Incremental Revolving Credit Commitment is effectedCommitments from one or more Incremental Revolving Credit Lenders, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that each Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the satisfaction approval of the foregoing terms and conditions Administrative Agent, the Issuing Bank and, in the case of this Section 2.25Incremental Domestic Revolving Credit Commitments or Incremental Multicurrency Revolving Credit Commitments, the applicable Swingline Lender (which approvals shall not be unreasonably withheld). Such written notice shall set forth (i) each the identity of the Borrower or Borrowers to which the Incremental Revolving Lenders Credit Commitments shall assign to each be extended, (ii) the amount of the applicable Incremental Revolving LendersCredit Commitments being requested, and each of such Incremental Revolving Lenders shall purchase from each of (iii) the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding date on such Incremental Facility Effective Date as shall be necessary in order that, upon giving effect to all such assignments and purchases, the Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of which such Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the Revolving Loan Commitmentsdate of such notice, (iiunless otherwise agreed to by the Administrative Agent) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Loan Commitment of the Class of Revolving Commitments increased and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan, (iii) each Incremental Revolving Lender shall become a Lender with respect to the Revolving Credit Commitments and all matters relating thereto, and (iv) each whether such Incremental Revolving Credit Commitment shall Commitments are to be effected pursuant Domestic Revolving Credit Commitments, Multicurrency Revolving Credit Commitments, U.K. Revolving Credit Commitments or commitments to one or more Joinder Agreementsmake revolving loans on terms different from the then existing Revolving Loans (such loans, each of which Administrative Agent shall record in the Register. The Administrative Agent and the Lenders hereby agree that the minimum borrowing“Specified Incremental Revolving Loans” and, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to transactions effected pursuant to the immediately preceding sentencesuch commitments, “Specified Incremental Revolving Credit Commitments”).

Incremental Revolving Credit Commitments. On any Incremental Facility Effective Date on which any Incremental (a) The Borrower may, by written notice to the Administrative Agents, elect to request, prior to the date 30 days prior to Revolving Credit Commitment is effectedTermination Date, subject an increase to the satisfaction of existing Revolving Credit Commitments (any such increase, the foregoing terms and conditions of this Section 2.25, “New Revolving Credit Commitments”); provided that (i) each the aggregate amount of New Revolving Credit Commitments shall not exceed $250,000,000 and (ii) the minimum amount of any such increase shall be $10,000,000 and multiples of $5,000,000 thereof. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Credit Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Payment Agent; provided that the Borrower shall first offer the Revolving Credit Lenders, on a pro rata basis, the opportunity to provide all of the New Revolving Lenders shall assign Credit Commitments prior to each offering such opportunity to any other Person that is an eligible assignee pursuant to Section 11.07(b); provided, further, that any Revolving Credit Lender offered or approached to provide all or a portion of the applicable Incremental New Revolving LendersCredit Commitments may elect or decline, and each in its sole discretion, to provide a New Revolving Credit Commitment. Such New Revolving Credit Commitments shall become effective, as of such Incremental Revolving Lenders Increased Amount Date; provided that (i) no Default shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding exist on such Incremental Facility Effective Increased Amount Date as shall be necessary in order that, upon before or after giving effect to all such assignments New Revolving Credit Commitments; (ii) both before and purchases, the Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition making of any New Revolving Credit Loans, each of the conditions set forth in Section 4.02(a) and (c) shall be satisfied; (iii) (I) the Borrower and its Subsidiaries shall be in pro forma compliance with each of Fifth Amended and Restated Credit Agreement the covenants set forth in Section 7.11 and (II) the pro forma Leverage Ratio shall not exceed (A) 6.5 to 1.0 at any time from the Closing Date through June 30, 2007, (B) 6.25 to 1.0 at any time from July 1, 2007 through September 30, 2007, (C) 6.0 to 1.0 at any time from October 1, 2007 through December 31, 2007, (D) 5.5 to 1.0 at any time during fiscal year 2008 and (E) thereafter, 5.0 to 1.0, in each case as of the last day of the most recently ended fiscal quarter for which financial statements are required to be delivered pursuant to Section 6.01(a), (b), (c) and (d) after giving effect to such Incremental New Revolving Credit Commitments; (iv) the New Revolving Credit Commitments to the Revolving Loan Commitments, (ii) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Loan Commitment of the Class of Revolving Commitments increased and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan, (iii) each Incremental Revolving Lender shall become a Lender with respect to the Revolving Credit Commitments and all matters relating thereto, and (iv) each Incremental Revolving Credit Commitment shall be effected pursuant to one or more Joinder AgreementsAgreements executed and delivered by each Lender with a New Revolving Credit Commitment (each, a “New Revolving Credit Lender”) and the Borrower (subject to the consents specified in clause (viii) below), and each of which Administrative Agent shall record be recorded in the Register. The Administrative ; (v) the Borrower shall make any payments required pursuant to Section 3.05 in connection with the New Revolving Credit Commitments, as applicable; (vi) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Payment Agent in connection with any such transaction; (vii) the requirements set forth in Section 6.13(b) shall have been satisfied; and (viii) the New Revolving Credit Lender in respect of a New Revolving Credit Commitment shall be approved by the Payment Agent and each Revolving L/C Issuer (such approval not to be unreasonably withheld or delayed). Each Joinder Agreement may, without the Lenders hereby agree that consent of any Lender (other than the minimum borrowingLender providing the New Revolving Credit Commitment pursuant thereto), pro rata borrowing effect such amendments to this Agreement and pro rata payment requirements contained elsewhere the other Loan Documents as may be necessary or appropriate, in the opinion of the Payment Agent, to reflect the relevant increase in the Revolving Credit Commitments contemplated in this Agreement shall not apply to transactions effected pursuant to the immediately preceding sentenceSection 2.13.

Incremental Revolving Credit Commitments. On any Incremental Facility Effective Date on which any Incremental (a) The Borrower may, by written notice to the Administrative Agents, elect to request, prior to the date 30 days prior to Revolving Credit Commitment is effectedTermination Date, subject an increase to the satisfaction of existing Revolving Credit Commitments (any such increase, the foregoing terms and conditions of this Section 2.25, “New Revolving Credit Commitments”); provided that (i) each the aggregate amount of New Revolving Credit Commitments shall not exceed $100,000,000 and (ii) the minimum amount of any such increase shall be $10,000,000 and multiples of $5,000,000 thereof. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Credit Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Payment Agent; provided that the Borrower shall first offer the Revolving Credit Lenders, on a pro rata basis, the opportunity to provide all of the New Revolving Lenders shall assign Credit Commitments prior to each offering such opportunity to any other Person that is an eligible assignee pursuant to Section 11.07(b); provided, further, that any Revolving Credit Lender offered or approached to provide all or a portion of the applicable Incremental New Revolving LendersCredit Commitments may elect or decline, and each in its sole discretion, to provide a New Revolving Credit Commitment. Such New Revolving Credit Commitments shall become effective, as of such Incremental Revolving Lenders Increased Amount Date; provided that (i) no Default shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding exist on such Incremental Facility Effective Increased Amount Date as shall be necessary in order that, upon before or after giving effect to all such assignments New Revolving Credit Commitments; (ii) both before and purchases, the Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition making of any New Revolving Credit Loans, each of the conditions set forth in Section 4.02 shall be satisfied; (iii) the Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 7.11 as of the last day of the most recently ended fiscal quarter for which financial statements are required to be delivered pursuant to Section 6.01(a) and 6.01(b) after giving effect to such Incremental New Revolving Credit Commitments; (iv) the New Revolving Credit Commitments to the Revolving Loan Commitments, (ii) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Loan Commitment of the Class of Revolving Commitments increased and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan, (iii) each Incremental Revolving Lender shall become a Lender with respect to the Revolving Credit Commitments and all matters relating thereto, and (iv) each Incremental Revolving Credit Commitment shall be effected pursuant to one or more Joinder AgreementsAgreements executed and delivered by each Lender with a New Revolving Credit Commitment (each, a “New Revolving Credit Lender”) and the Borrower (subject to the consents specified in clause (viii) below), and each of which Administrative Agent shall record be recorded in the Register. The Administrative ; (v) the Borrower shall make any payments required pursuant to Section 3.05 in connection with the New Revolving Credit Commitments, as applicable; (vi) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Payment Agent in connection with any such transaction; (vii) the requirements set forth in Section 6.13(b) shall have been satisfied; and (viii) the New Revolving Credit Lender in respect of a New Revolving Credit Commitment shall be approved by the Payment Agent and each L/C Issuer (such approval not to be unreasonably withheld or delayed). Each Joinder Agreement may, without the Lenders hereby agree that consent of any Lender (other than the minimum borrowingLender providing the New Revolving Credit Commitment pursuant thereto), pro rata borrowing effect such amendments to this Agreement and pro rata payment requirements contained elsewhere the other Loan Documents as may be necessary or appropriate, in the opinion of the Payment Agent, to reflect the relevant increase in the Revolving Credit Commitments contemplated in this Agreement shall not apply to transactions effected pursuant to the immediately preceding sentenceSection 2.13.

Incremental Revolving Credit Commitments. On (a) So long as the Incremental Commitment Request Requirements are satisfied at the time of the delivery of the request referred to below, the Borrower shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.22 and with the consent of the Administrative Agent, such consent not to be unreasonably withheld, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the Closing Date and prior to the date which is 12 months prior to the Revolving Credit Maturity Date, that one or more Lenders (and/or one or more other persons which will become Lenders as provided below) provide Incremental Facility Effective Date on which any Revolving Credit Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto to the Borrower; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental Revolving Credit Commitment is effectedas a result of any such request by the Borrower, subject and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Revolving Credit Commitment and executed and delivered to the satisfaction of the foregoing terms and conditions Administrative Agent an Incremental Revolving Credit Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.25, (i) each of the Revolving Lenders shall assign to each of the applicable Incremental Revolving Lenders, and each of such Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest)2.22, such interests in the Lender shall not be obligated to fund any Revolving Loans outstanding on such Incremental Facility Effective Date in excess of its Revolving Credit Commitment as shall be necessary in order that, upon effect prior to giving effect to all such assignments and purchases, the Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments Commitment provided pursuant to the Revolving Loan Commitmentsthis Section 2.22, (ii) each any Lender (including any person who will become a Lender) may so provide an Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Loan Commitment without the consent of the Class of Revolving Commitments increased and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loanany other Lender, (iii) each the provision of Incremental Revolving Lender shall become a Lender with respect to the Revolving Credit Commitments pursuant to this Section 2.22 shall be in a minimum aggregate amount (for all Lenders (including any person who will become a Lender)) of at least $10,000,000 and all matters relating theretoin integral multiples of $1,000,000 in excess thereof, and (iv) each the aggregate amount of all Incremental Revolving Credit Commitments provided pursuant to this Section 2.22, when combined with the aggregate amount of all Incremental B Term Loan Commitments provided pursuant to Section 2.23, shall not exceed $50,000,000, (v) all Revolving Loans provided pursuant to an Incremental Revolving Credit Commitment (and all interest, fees and other amounts payable thereon) shall be effected Obligations under this Agreement and the other applicable Loan Documents and shall be secured by the relevant Security Documents, and guaranteed under each relevant Guarantee Agreement, on a pari passu basis with all other Obligations secured by each such Security Document and guaranteed under each such Guarantee Agreement and (vi) all actions taken by the Borrower pursuant to one or more Joinder Agreements, each of which this Section 2.22 shall be done in coordination with the Administrative Agent shall record in the Register. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to transactions effected pursuant to the immediately preceding sentenceAgent.

Incremental Revolving Credit Commitments. On any Incremental Facility (a) Subject to the terms and conditions set forth herein, the U.S. Borrower and each Increasing Revolving Credit Lender agree that, on the Fourth Amendment Effective Date Date, the Revolving Credit Commitment of such Increasing Revolving Credit Lender shall increase by (or, if such Person is not already a Revolving Credit Lender, such Increasing Revolving Credit Lender shall extend a Revolving Credit Commitment equal to) the amount set forth opposite its name on which any Schedule I hereto under the heading “Incremental Revolving Credit Commitment is effectedCommitments”. (b) Each party hereto acknowledges and agrees that, subject on the Fourth Amendment Effective Date, the Pro Rata Shares of all the Revolving Credit Lenders shall automatically be adjusted to give effect to the satisfaction provisions of Section 2(a). Without limiting the foregoing terms foregoing, each Increasing Revolving Credit Lender further acknowledges and conditions agrees that, on the Fourth Amendment Effective Date and without any further action on the part of this Section 2.25any Person, each L/C Issuer shall be deemed to have granted to such Increasing Revolving Credit Lender, and such Increasing Revolving Credit Lender shall have acquired from such L/C Issuer Bank, an undivided interest and participation in each Letter of Credit and the related L/C Obligations outstanding issued by such L/C Issuer and outstanding on the Fourth Amendment Effective Date equal to such Increasing Revolving Credit Lender’s Pro Rata Share (as so automatically redetermined on the Fourth Amendment Effective Date) of such L/C Obligations. (c) The parties hereto acknowledge and agree that (i) each any loans made pursuant to any Revolving Credit Commitment increased pursuant hereto (or a new Revolving Credit Commitment provided pursuant hereto) (A) shall constitute Obligations and have all of the Revolving Lenders benefits thereof, (B) shall assign be secured by the Liens granted to each the Administrative Agent for the benefit of the applicable Incremental Revolving Lenders, Secured Parties under the Collateral Documents and each of such Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Incremental Facility Effective Date as C) shall be necessary in order that, upon giving effect to “Revolving Loans” and “Loans” for all such assignments purposes under the Loan Documents and purchases, the Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) each Incremental Increasing Revolving Credit Commitment Lender shall be deemed for have all purposes a Revolving Loan Commitment of the Class of Revolving Commitments increased rights, remedies, privileges and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan, (iii) each Incremental Revolving Lender shall become a Lender with respect protections applicable to the “Revolving Credit Commitments Lenders” and all matters relating theretothe “Lenders” under, and (iv) each Incremental Revolving as defined in, the Credit Commitment shall be effected pursuant to one or more Joinder Agreements, each of which Administrative Agent shall record in the Register. The Administrative Agent Agreement and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to transactions effected pursuant to the immediately preceding sentenceother Loan Documents. SECTION 3.

Incremental Revolving Credit Commitments. On any Incremental Facility Effective Date on which any Incremental (a) The Borrower may, by written notice to the Administrative Agents, elect to request, prior to the date 30 days prior to Revolving Credit Commitment is effectedTermination Date, subject an increase to the satisfaction of existing Revolving Credit Commitments (any such increase, the foregoing terms and conditions of this Section 2.25, “New Revolving Credit Commitments”); provided that (i) each the aggregate amount of New Revolving Credit Commitments shall not exceed $30,000,000 and (ii) the minimum amount of any such increase shall be $10,000,000 and multiples of $5,000,000 thereof. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Credit Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Payment Agent; provided that the Borrower shall first offer the Revolving Credit Lenders, on a pro rata basis, the opportunity to provide all of the New Revolving Lenders shall assign Credit Commitments prior to each offering such opportunity to any other Person that is an eligible assignee pursuant to Section 11.07(b); provided, further, that any Revolving Credit Lender offered or approached to provide all or a portion of the applicable Incremental New Revolving LendersCredit Commitments may elect or decline, and each in its sole discretion, to provide a New Revolving Credit Commitment. Such New Revolving Credit Commitments shall become effective, as of such Incremental Revolving Lenders Increased Amount Date; provided that (i) no Default shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding exist on such Incremental Facility Effective Increased Amount Date as shall be necessary in order that, upon before or after giving effect to all such assignments New Revolving Credit Commitments; (ii) both before and purchases, the Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition making of any New Revolving Credit Loans, each of the conditions set forth in Section 4.02 shall be satisfied; (iii) the Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 7.11 as of the last day of the most recently ended fiscal quarter for which financial statements are required to be delivered pursuant to Section 6.01(a), (b), (c) and (d) after giving effect to such Incremental New Revolving Credit Commitments; (iv) the New Revolving Credit Commitments to the Revolving Loan Commitments, (ii) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Loan Commitment of the Class of Revolving Commitments increased and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan, (iii) each Incremental Revolving Lender shall become a Lender with respect to the Revolving Credit Commitments and all matters relating thereto, and (iv) each Incremental Revolving Credit Commitment shall be effected pursuant to one or more Joinder AgreementsAgreements executed and delivered by each Lender with a New Revolving Credit Commitment (each, a “New Revolving Credit Lender”) and the Borrower (subject to the consents specified in clause (viii) below), and each of which Administrative Agent shall record be recorded in the Register. The Administrative ; (v) the Borrower shall make any payments required pursuant to Section 3.05 in connection with the New Revolving Credit Commitments, as applicable; (vi) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Payment Agent in connection with any such transaction; (vii) the requirements set forth in Section 6.13(b) shall have been satisfied; and (viii) the New Revolving Credit Lender in respect of a New Revolving Credit Commitment shall be approved by the Payment Agent and each Revolving L/C Issuer (such approval not to be unreasonably withheld or delayed). Each Joinder Agreement may, without the Lenders hereby agree that consent of any Lender (other than the minimum borrowingLender providing the New Revolving Credit Commitment pursuant thereto), pro rata borrowing effect such amendments to this Agreement and pro rata payment requirements contained elsewhere the other Loan Documents as may be necessary or appropriate, in the opinion of the Payment Agent, to reflect the relevant increase in the Revolving Credit Commitments contemplated in this Agreement shall not apply to transactions effected pursuant to the immediately preceding sentenceSection 2.13.

Incremental Revolving Credit Commitments. On any Incremental Facility Effective Date on which any Incremental i. The Borrower may, by written notice to the Administrative Agents, elect to request, prior to the date 30 days prior to Revolving Credit Commitment is effectedTermination Date, subject an increase to the satisfaction of existing Revolving Credit Commitments (any such increase, the foregoing terms and conditions of this Section 2.25, “New Revolving Credit Commitments”); provided that (i) each the aggregate amount of New Revolving Credit Commitments shall not exceed $250,000,000 and (ii) the minimum amount of any such increase shall be $10,000,000 and multiples of $5,000,000 thereof. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Credit Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Payment Agent; provided that the Borrower shall first offer the Revolving Credit Lenders, on a pro rata basis, the opportunity to provide all of the New Revolving Lenders shall assign Credit Commitments prior to each offering such opportunity to any other Person that is an eligible assignee pursuant to Section 11.07(b); provided, further, that any Revolving Credit Lender offered or approached to provide all or a portion of the applicable Incremental New Revolving LendersCredit Commitments may elect or decline, and each in its sole discretion, to provide a New Revolving Credit Commitment. Such New Revolving Credit Commitments shall become effective, as of such Incremental Revolving Lenders Increased Amount Date; provided that (i) no Default shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding exist on such Incremental Facility Effective Increased Amount Date as shall be necessary in order that, upon before or after giving effect to all such assignments New Revolving Credit Commitments; (ii) both before and purchases, the Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition making of any New Revolving Credit Loans, each of the conditions set forth in Section 4.02(a) and (c) shall be satisfied; (iii) (I) the Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 7.11 and (II) the pro forma Leverage Ratio shall not exceed (A) 6.5 to 1.0 at any time from the Closing Date through June 30, 2007, (B) 6.25 to 1.0 at any time from July 1, 2007 through September 30, 2007, (C) 6.0 to 1.0 at any time from October 1, 2007 through December 31, 2007, (D) 5.5 to 1.0 at any time during fiscal year 2008 and (E) thereafter, 5.0 to 1.0, in each case as of the last day of the most recently ended fiscal quarter for which financial statements are required to be delivered pursuant to Section 6.01(a), (b), (c) and (d) after giving effect to such Incremental New Revolving Credit Commitments; (iv) the New Revolving Credit Commitments to the Revolving Loan Commitments, (ii) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Loan Commitment of the Class of Revolving Commitments increased and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan, (iii) each Incremental Revolving Lender shall become a Lender with respect to the Revolving Credit Commitments and all matters relating thereto, and (iv) each Incremental Revolving Credit Commitment shall be effected pursuant to one or more Joinder AgreementsAgreements executed and delivered by each Lender with a New Revolving Credit Commitment (each, a “New Revolving Credit Lender”) and the Borrower (subject to the consents specified in clause (viii) below), and each of which Administrative Agent shall record be recorded in the Register. The Administrative ; (v) the Borrower shall make any payments required pursuant to Section 3.05 in connection with the New Revolving Credit Commitments, as applicable; (vi) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Payment Agent in connection with any such transaction; (vii) the requirements set forth in Section 6.13(b) shall have been satisfied; and (viii) the New Revolving Credit Lender in respect of a New Revolving Credit Commitment shall be approved by the Payment Agent and each Revolving L/C Issuer (such approval not to be unreasonably withheld or delayed). Each Joinder Agreement may, without the Lenders hereby agree that consent of any Lender (other than the minimum borrowingLender providing the New Revolving Credit Commitment pursuant thereto), pro rata borrowing effect such amendments to this Agreement and pro rata payment requirements contained elsewhere the other Loan Documents as may be necessary or appropriate, in the opinion of the Payment Agent, to reflect the relevant increase in the Revolving Credit Commitments contemplated in this Agreement shall not apply to transactions effected pursuant to the immediately preceding sentenceSection 2.13.

Incremental Revolving Credit Commitments. On any Incremental Facility Effective Date on which any (a) One or more Borrowers may, by written notice to the Administrative Agent from time to time, request Incremental Revolving Credit Commitment is effectedCommitments from one or more Incremental Revolving Credit Lenders, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that each Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the satisfaction approval of the foregoing terms and conditions Administrative Agent, each Issuing Bank and, in the case of this Section 2.25Incremental Multicurrency Revolving Credit Commitments, the applicable N.Z. Swingline Lender (which approvals shall not be unreasonably withheld). Such written notice shall set forth (i) each the identity of the Borrower or Borrowers to which the Incremental Revolving Lenders Credit Commitments shall assign to each be extended, (ii) the amount of the applicable Incremental Revolving LendersCredit Commitments being requested, and each of such Incremental Revolving Lenders shall purchase from each of (iii) the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding date on such Incremental Facility Effective Date as shall be necessary in order that, upon giving effect to all such assignments and purchases, the Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of which such Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the Revolving Loan Commitmentsdate of such notice, (iiunless otherwise agreed to by the Administrative Agent) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Loan Commitment of the Class of Revolving Commitments increased and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan, (iii) each Incremental Revolving Lender shall become a Lender with respect to the Revolving Credit Commitments and all matters relating thereto, and (iv) each whether such Incremental Revolving Credit Commitment shall Commitments are to be effected pursuant Domestic Revolving Credit Commitments, Multicurrency Revolving Credit Commitments, U.K. Revolving Credit Commitments or commitments to one or more Joinder Agreementsmake revolving loans on terms different from the then existing Revolving Loans (such loans, each of which Administrative Agent shall record in the Register. The Administrative Agent and the Lenders hereby agree that the minimum borrowing“Specified Incremental Revolving Loans” and, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to transactions effected pursuant to the immediately preceding sentencesuch commitments, “Specified Incremental Revolving Credit Commitments”).

Incremental Revolving Credit Commitments. On (a) At any Incremental Facility Effective Date on which time prior to the Expiration Date, the OP Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more increases in the Revolving Credit Commitments (any such increase, an “Incremental Revolving Credit Commitment is effectedCommitment”) to make revolving credit loans under the Revolving Credit Facility (any such increase, subject to the satisfaction of the foregoing terms and conditions of this Section 2.25, an “Incremental Revolving Credit Increase”); provided that (i) each of the Revolving Lenders shall assign to each of the applicable Incremental Revolving Lenders, and each of such Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the total aggregate principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Incremental Facility Effective Date as shall be necessary in order that, upon giving effect to for all such assignments and purchases, the Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, shall not (as of any date of incurrence thereof) exceed $300,000,000.00 and (ii) the total aggregate principal amount for each Incremental Revolving Credit Commitment (and the Loans made thereunder) shall not be less than a minimum principal amount of $25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (i). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the OP Borrower proposes that any Incremental Revolving Credit Commitment shall be deemed for all purposes effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period as may be agreed to by the Administrative Agent. The OP Borrower shall invite existing Lenders and may invite any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Revolving Loan Credit Commitment of the Class of Revolving Commitments increased and each Loan made thereunder (any such Person, an “Incremental Revolving LoanLender”) ); provided that both the Swingline Loan Lender and the Issuing Lender shall be deemed, for all purposes, a Revolving Loan, (iii) consent to each Incremental Revolving Lender shall become a Lender with respect to the providing any portion of an Incremental Revolving Credit Commitments and Commitment. Any proposed Incremental Lender offered or approached to provide all matters relating theretoor a portion of any Incremental Revolving Credit Commitment may elect or decline, and (iv) each in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall be effected pursuant to one or more Joinder Agreements, each become effective as of which Administrative Agent shall record in the Register. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to transactions effected pursuant to the immediately preceding sentence.such Increased Amount Date; provided that:

Incremental Revolving Credit Commitments. On any Incremental Facility Effective Date on which any Incremental (a) The Borrower may, by written notice to the Administrative Agent from time to time, request that the Total Revolving Credit Commitment is effectedbe increased by an amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the approval of such request by the Administrative Agent, subject the Administrative Agent shall deliver a copy thereof to each Revolving Credit Lender. Such notice shall set forth the satisfaction amount of the foregoing terms and conditions of this Section 2.25, (i) each of the Revolving Lenders shall assign to each of the applicable Incremental Revolving Lenders, and each of such Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests requested increase in the Revolving Loans outstanding on such Incremental Facility Effective Date as shall be necessary in order that, upon giving effect to all such assignments and purchases, the Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) each Incremental Total Revolving Credit Commitment (which shall be deemed for all purposes in minimum increments of $1,000,000 and a Revolving Loan Commitment minimum amount of $20,000,000 or equal to the Class of Revolving Commitments increased and each Loan made thereunder (an “remaining Incremental Revolving Loan”Facility Amount) and the date on which such increase is requested to become effective (which shall be deemednot less than 10 Business Days nor more than 60 days after the date of such notice and which, for all purposesin any event, a Revolving Loan, (iii) each Incremental Revolving Lender shall become a Lender with respect must be prior to the Revolving Credit Commitments and all matters relating theretoMaturity Date), and (iv) shall offer each Incremental Revolving Credit Lender the opportunity to increase its Revolving Credit Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (each Revolving Credit Lender so agreeing being an "Increasing Revolving Lender") or decline to increase its Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such a notice within such period of 10 days shall be effected pursuant deemed to one or more Joinder Agreements, each of which Administrative Agent shall record in the Register. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply have declined to transactions effected pursuant to the immediately preceding sentence.increase its Revolving Credit