Common use of Additional Loans Clause in Contracts

Additional Loans. (a) At any time after the First Closing, but prior to the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.

Additional Loans. (a) At Administrative Agent shall not make any time after Revolving Loans or provide any Letter of Credit Accommodations to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the First Closing, but prior aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, exceed the amount of the aggregate outstanding principal balance Loans available to Borrower as of such time based on the lending formulas set forth in Section 2.1(a), without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to Borrower to exceed the amount of the Loans available to Borrower as of such time based on the lending formulas set forth in Section 2.1(a), as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the amount of the Loans available to Borrower as of such time based on the lending formulas set forth in Section 2.1.(a) shall not be in excess exceed the amount equal to $10,000,000 outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the total principal amount of the maximum Revolving Loans and Letter of Credit Accommodations to exceed the Maximum Credit and (b) without the consent of all Lenders, Administrative Agent shall not make any such additional Revolving Loans or Letter of Credit Accommodations more than sixty (60) days from the date of the first such additional Revolving Loans or Letter of Credit Accommodations. Each Lender shall be obligated to pay Administrative Agent the amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations provided that Administrative Agent is acting in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of accordance with the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderSection 12.8.

Additional Loans. So long as no Event of Default or Unmatured Event of Default exists or would result therefrom, any Bank may increase the amount of its Loan by making an additional advance to the Company (it being understood that no Bank shall have any obligation to make any such additional advance) or any other Person may make a loan to the Company hereunder (any such additional advance by an existing Bank or loan by a Person that is not a Bank, an “Additional Loan”); provided that (a) At no Person shall be added as a party hereto without the written consent of the Administrative Agent and the Lead Arrangers (which consents shall not be unreasonably withheld); (b) in no event shall the aggregate amount of all Additional Loans pursuant to this Section 2.6 exceed $75,000,000; and (c) the aggregate amount of all Additional Loans made on any date shall not be less that $15,000,000. Any Additional Loan shall be made three Business Days (or such other period of time as may be agreed upon by the Company, the Administrative Agent and the Bank or other Persons making such Additional Loan) after the First Closingdate on which the Administrative Agent has (i) received evidence that the Board of Directors of the Company has authorized the borrowing of such Additional Loan and (ii) received and accepted a letter in the form of Annex I to Exhibit E (in the case of an Additional Loan to be made by a Bank) or Annex II to Exhibit E-2 (in the case of an Additional Loan to be made by a Person that will become a Bank upon the making of such Loan). Any Additional Loan shall be pari passu in all respects with the original Loans made hereunder. The Administrative Agent shall promptly notify the Banks of the making of any Additional Loan pursuant to this Section 2.6 and of the Percentage of each Bank after giving effect thereto. The Company acknowledges that, but prior in order to the Maturity Date or earlier termination of this Agreementmaintain Groups in accordance with each Bank’s Percentage, the Borrower may request that Lender make making of Additional Loans hereunder at Additional Closings by written notice to Lender. Any may require conversion of portions of one or more Groups of Eurodollar Tranches on the date of the making of such Additional Loans (and any such conversion shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval provisions of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderSection 8.4).

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Effective Date until the date one Business Day prior to the Termination Date, to increase the aggregate amount of the Revolving Credit Facility (each an "Increase in Commitment") and delivered to incur additional Debt under this Agreement in the form of one or more increases in the aggregate Revolving Credit Commitments by an aggregate amount of up to $75,000,000. The following terms and conditions shall apply to all Increases in Commitment: (a) the loans made under any such Increase in Commitment shall constitute Revolving Credit Advances, (b) such Increase in Commitment shall have the same terms (including interest rate) as the existing Revolving Credit Commitments, (c) any such Increase in Commitment shall be entitled to the same voting rights as the existing Revolving Credit Commitments and shall be entitled to receive proceeds of prepayments on the same basis as existing Revolving Credit Commitments, (d) any such Increase in Commitment shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Increase in Commitment shall be in a new minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (f) the proceeds of any Increase in Commitment will be used in accordance with Section 2.14, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Increase in Commitment, (h) the conditions to Advances in Section 3.02 shall have been satisfied, (i) the Administrative Agent shall have received such legal opinions from counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent reasonably shall request, (j) the Administrative Agent shall have received such amendments to the Loan Documents, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent shall request and (k) the Administrative Agent shall have received from the Borrower an officer's certificate, in form and substance satisfactory to the Administrative Agent, demonstrating that, at the time of any such Increase in Commitment, no Default or revised Promissory Note; Event of Default shall exist. Participation in any Increase in Commitment shall be offered first to each of the existing Lenders, but no such Lender shall be required to provide all or any portion of any such Increase in Commitment. If the amount of any Increase in Commitment requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Increase in Commitment, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of such Increase in Commitment not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The existing Lenders shall make such assignments (iiiwhich assignments shall not be subject to the requirements set forth in Section 8.07) of the outstanding Advances and participation interests in Advances and Letters of Credit to the Lenders providing any Increase in Commitment so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Increase in Commitment) will hold Advances and participation interests in Advances and Letters of Credit equal to its Pro Rata Share of all outstanding Advances and participation interests in Advances and Letters of Credit. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedLenders, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject amendment to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with Document as may be necessary to incorporate the passage terms of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderany Increase in Commitment.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred and be continuing or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) result after giving effect to such increaseAdditional Loans, the Borrower shall have the right during the period from the Bridge Facility Termination Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $500,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the aggregate outstanding principal balance loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of all Loans prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall not be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in excess a minimum principal Dollar Amount (determined as of the maximum amount most recent Revaluation Date) of credit available $50,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used in accordance with Section 3.13, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans and (h) the representations and warranties made by the Borrower herein or in any other Credit Document or which are contained in any certificate furnished at any time under or in connection herewith or therewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date). The Borrower may invite existing Lenders or other banks, financial institutions and investment funds that are not Lenders and that are reasonably acceptable to the Administrative Agent and that would satisfy the same criteria that would be required for such bank, financial institution or investment fund to be an “Eligible Assignee” to join this Agreement; Credit Agreement as Lenders to provide any Additional Loans, provided (ivi) no existing Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial any obligation to provide all or other underwriting criteria required for the increase; any portion of any such Additional Loan and (vii) Lender such other banks, financial institutions and investment funds that are not existing Lenders shall have received any and all documents or enter into such joinder agreements to give effect thereto as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender Administrative Agent and the Borrower may mutually agreereasonably request and shall thereafter be deemed to be Lenders. Borrower may only request Additional Loans if, The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Lender’s sole and absolute discretion, no default Sections 10.6(c) or “Event of Default” (as such term is defined in any 10.6(e)) of the outstanding Loans (excluding Competitive Loans) and Participation Interests to the Lenders providing any Additional Loan Documentsso that, after giving effect to such assignments, each Lender (including the Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall have occurred or be continuing under pay any additional amounts required pursuant to Section 2.17). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Loan Documents, and no event shall have occurred that, Credit Document consistent with this Section 2.5 as may be necessary to incorporate the passage terms of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderany Additional Loan.

Additional Loans. The Borrower shall have the right at any time and from time to time during the period beginning on the Closing Date to request additional Loans by providing written notice to the Administrative Agent; provided, however, that after giving effect to any such increases the aggregate amount of the Loans shall not exceed $500,000,000. Each such increase in the Loans must be an aggregate minimum amount of $15,000,000 and integral multiples of $10,000,000 in excess thereof (or such lesser amounts as may be agreed to by the Administrative Agent and the Borrower). The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the Borrower. Each Lender shall notify the Administrative Agent within 5 Business Days after receipt of the Administrative Agent’s notice whether such Lender wishes to provide an additional Loan and if so, the maximum principal amount of the Loan such Lender is willing to provide. If a Lender fails to deliver any such notice to the Administrative Agent within such time period, then such Lender shall be deemed to have declined to provide an additional Loan. If the aggregate principal amount of the additional Loans the Lenders are willing to provide is less than the aggregate principal amount of additional Loans requested by the Borrower, then the Administrative Agent, in consultation with the Borrower, may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loan or provide a new Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default shall be in existence on the effective date of such increase, (y) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of the effective date of such increase except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (a) At any time after the First Closing, but prior and (b) of Section 5.05 shall be deemed to refer to the Maturity Date or earlier termination most recent statements furnished pursuant to clauses (a) and (b), respectively, of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approvalSection 6.01, and Lender (z) the Administrative Agent shall have received each of the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfiedfollowing, in Lender’s sole form and absolute discretionsubstance reasonably satisfactory to the Administrative Agent: (i) no Event if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer of Default shall have occurred or be continuing(A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall have executed be sufficient to satisfy this condition), and delivered a new or revised Promissory Note; (iii) after giving effect new Notes executed by the Borrower, payable to such increaseany new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans (in which event, the applicable existing Lender(s) shall return the applicable existing Note(s) to the Borrower, marked “cancelled” or “superseded”), in the principal amount of such Lender’s aggregate Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate outstanding principal balance of all Loans shall not be in excess amount of the maximum amount of credit available under Loans pursuant to this Agreement; (iv) Section, any Lender becoming a party hereto shall have reviewed execute such documents and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower Administrative Agent may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderreasonably request.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; , the Borrower shall have the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $500,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in a minimum principal Dollar Amount (determined as of the most recent Revaluation Date) of $50,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used in accordance with Section 3.13, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans and (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied. The Borrower may invite existing Lenders or other banks, financial institutions and investment funds that are not Lenders and that are reasonably acceptable to the Administrative Agent and that would satisfy the same criteria that would be required for such bank, financial institution or investment fund to be an “Eligible Assignee” to join this Credit Agreement as Lenders to provide any Additional Loans, provided (i) no existing Lender shall have any obligation to provide all or any portion of any such Additional Loan and (ii) such other banks, financial institutions and investment funds that are not existing Lenders shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request and shall have executed thereafter be deemed to be Lenders. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Sections 10.6(c) or 10.6(e)) of the outstanding Loans (excluding Competitive Loans) and delivered a new or revised Promissory Note; (iii) Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall pay any additional amounts required pursuant to Section 2.17). The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under Lenders, any amendment to this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Credit Agreement or any other Loan Documents, and no event shall have occurred that, Credit Document consistent with this Section 2.5 as may be necessary to incorporate the passage terms of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderany Additional Loan.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing, the Company and the Foreign Borrowers shall have the right to increase the Aggregate Revolving Commitment (an “Additional Commitment”) by an aggregate amount of up to $50,000,000 (the “Aggregate Additional Commitment”) at any time prior to the date that is one Business Day prior to the Maturity Date; provided that (i) any loans issued pursuant to an Additional Commitment (the “Additional Loans”) may not be borrowed by any Borrower until the earlier of (x) the first Business Day following the date on which the Company delivers the quarterly financial statements and compliance certificate required under Sections 5.1(b) and 5.2(a) for the period ending as of the last day of the second quarter of fiscal year 2009 and such statements demonstrate that Consolidated EBITDA for the Company and its Subsidiaries for the second fiscal quarter in 2009 is greater than or equal to $17,000,000 (the “Partial Incremental Availability Date”) and (y) the first Business Day after the day on which the Company files its SEC Form 10K for the 2009 fiscal year and demonstrates that Consolidated EBITDA for the Company and its Subsidiaries for such fiscal year is greater than or equal to $65,000,000 (the “Full Incremental Availability Date”) and (ii) Borrower only up to $25,000,000 of the Aggregate Additional Commitment shall be available to be borrowed by the Borrowers from the Partial Incremental Availability Date until the Full Incremental Availability Date. The following terms and conditions shall apply to any Additional Commitment: (i) the loans made under the Additional Commitment shall constitute Credit Party Obligations, (ii) such Additional Loans shall have executed and delivered a new or revised Promissory Note; the same terms (including interest rate) as the existing Revolving Loans, (iii) any such Additional Loans shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (iv) any such Additional Commitment shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (v) such Additional Commitment shall be in a minimum principal Dollar Equivalent (determined as of the most recent Revaluation Date) of $10,000,000 or the unused portion of the limit set forth above and integral multiples of $1,000,000 in excess thereof, (vi) the proceeds of any Additional Loan will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Acquisitions, (vii) the Company and the Foreign Borrowers shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Commitment and the Additional Loans, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Administrative Agent shall have received such legal opinions from counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent reasonably shall request, (x) the Administrative Agent shall have received such amendments to the Credit Documents, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent shall request and (xi) the Administrative Agent shall have received from the Company updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Commitment or Additional Loans, the Company will be in compliance with the financial covenants set forth in Section 5.9. Participation in any Additional Commitment may be offered to each of the existing Lenders, but no such Lender shall be required to provide all or any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Company shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Company may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of such Additional Commitment not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Company may reasonably request. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 10.6(b)) of the outstanding Loans and Participation Interests to the Lenders providing any an Additional Commitment so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Commitments) will hold Loans and Participation Interests equal to its Ratable Share of all outstanding Loans and L/C Obligations. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedLenders, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject amendment to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Credit Document as may be necessary to incorporate the terms of any Additional Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderAdditional Commitment.

Additional Loans. (a) At The Borrower shall have the right at any time after and from time to time during the First Closing, but prior period beginning on the Closing Date to the Maturity Date or earlier termination of this Agreement, the Borrower may to request that Lender make Additional additional Loans hereunder at Additional Closings by providing written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretionAdministrative Agent (an “Increase Request”); provided, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) that after giving effect to any such increases, the aggregate amount of the Loans shall not exceed $150,000,000 (as reduced by any payments of the principal amount of the Facility). Each such Increase Request must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase, and the amount allocations of the aggregate outstanding principal balance of all Loans shall not be in excess increase, among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the maximum amount Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent and the Arrangers governing, among other things, the syndication of credit available under such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Agreement; (iv) Lender Section shall be regarded as Loans hereunder and accordingly shall have reviewed and acceptedthe same maturity date as, in its sole and absolute discretion, bear interest at the revenues, income, Collateralsame rates as, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then otherwise be subject to the satisfaction (or waiver) of the same terms and conditions of this Agreement, the Loans outstanding hereunder at the time such additional Loans are made. No Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined be obligated in any way whatsoever to increase the principal amount of the Loan Documents) shall have occurred its Loans or be continuing under provide a new Loan, and any new Lender becoming a party to this Agreement or in connection with any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or such requested increase must be an Event of Default hereunder or thereunderEligible Assignee.

Additional Loans. (a) At any time after the First Closing, but prior to the Final Maturity Date Date, (i) any Borrower shall have the right to request an increase in the amount of the Loan Commitments then in effect under this Agreement for such Borrower (each, an “Increased Commitment”) or earlier termination (ii) any Additional Borrower shall have the right to request commitments of this Agreement, the Borrower may request that Lender make Additional Loans hereunder (each, an “Additional Commitment”), in each case by providing at Additional Closings by least thirty (30) days prior written notice to Lender. Any such Additional Loans the Facility Agent, which notice shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretionirrevocable once given; provided, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) that after giving effect to all such increaseIncreased Commitments and/or Additional Commitments, the aggregate amount of all Loan Commitments shall not cause the aggregate outstanding principal balance relevant Borrower to breach the financial covenants set forth in Section 6.10. The Facility Agent shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to provide any Increased Commitment or Additional Commitment, provided that the existing Lenders shall be given the initial opportunity (in such time period as the Facility Agent may reasonably determine) to provide Increased Commitments or Additional Commitments, and if more than one existing Lender desires to provide Increased Commitments or Additional Commitments, then the Increased Commitments or Additional Commitments, as the case may be, shall be provided on a pro rata basis based on the respective Commitments of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedsuch existing Lenders that so desire to provide such Increased Commitments or Additional Commitments. If, in its sole and absolute discretionthe case of any Increased Commitments, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) a new Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject becomes a party to the satisfaction (or waiver) of the terms and conditions of this Agreement, or if any existing Lender agrees to provide any such Increased Commitment, such Lender shall make on the date it becomes a Lender hereunder (or in the case of an existing Lender, provides such Additional Increased Commitment) (and as a condition thereto) purchase from the other Lenders its applicable proportionate share or (in the case of an increasing Lender), the increase in its applicable proportionate share (determined with respect to the Lenders’ relative Commitments and after giving effect to the Increased Commitments), of any outstanding Loans made under such Commitments, by making available to the Facility Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (x) the portion of the outstanding principal amount of such Loans to Borrower in be purchased by such amounts Lender plus (y) interest accrued and at unpaid to and as of such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as date on such term is defined in any portion of the Loan Documents) outstanding principal amount of such Loans. The Borrowers shall have occurred or pay to the Lenders amounts payable, if any, to such Lenders under Section 2.13 as a result of the purchase of any such Loans (which purchases shall be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage deemed prepayments for purposes of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderSection 2.13).

Additional Loans. (a) At any time after the First Closing, but prior to the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral (including absence of liens on the Collateral), and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or and be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; , the Borrower shall have the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $500,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in a minimum principal Dollar Amount (determined as of the most recent Revaluation Date) of $50,000,000 and integral multiples of $10,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used in accordance with Section 3.13, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans and (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied. The Borrower may invite existing Lenders or other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders to provide any Additional Loans, provided (i) no existing Lender shall have any obligation to provide all or any portion of any such Additional Loan and (ii) such other banks, financial institutions and investment funds that are not existing Lenders shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. The existing Lenders shall have executed make such assignments (which assignments shall not be subject to the requirements set forth in Sections 10.6(c) or 10.6(e)) of the outstanding Loans (excluding Competitive Bid Loans) and delivered a new or revised Promissory Note; (iii) Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall pay any additional amounts required pursuant to Section 2.17). The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under Lenders, any amendment to this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Credit Agreement or any other Loan Documents, and no event shall have occurred that, Credit Document consistent with this Section 2.5 as may be necessary to incorporate the passage terms of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderany Additional Loan.

Additional Loans. The Borrower shall have the right at any time and from time to time during the period beginning on the Closing Date to request additional Loans by providing written notice to the Administrative Agent; provided, however, that after giving effect to any such increases the aggregate amount of the Loans shall not exceed $500,000,000. Each such increase in the Loans must be an aggregate minimum amount of $15,000,000 and integral multiples of $10,000,000 in excess thereof (or such lesser amounts as may be agreed to by the Administrative Agent and the Borrower). The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the Borrower. Each Lender shall notify the Administrative Agent within 5 Business Days after receipt of the Administrative Agent’s notice whether such Lender wishes to provide an additional Loan and if so, the maximum principal amount of the Loan such Lender is willing to provide. If a Lender fails to deliver any such notice to the Administrative Agent within such time period, then such Lender shall be deemed to have declined to provide an additional Loan. If the aggregate principal amount of the additional Loans the Lenders are willing to provide is less than the aggregate principal amount of additional Loans requested by the Borrower, then the Administrative Agent, in consultation with the Borrower, may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loan or provide a new Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default shall be in existence on the effective date of such increase, (y) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the effective date of such increase except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (a) At any time after the First Closing, but prior and (b) of Section 5.05 shall be deemed to refer to the Maturity Date or earlier termination most recent statements furnished pursuant to clauses (a) and (b), respectively, of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approvalSection 6.01, and Lender (z) the Administrative Agent shall have received each of the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfiedfollowing, in Lender’s sole form and absolute discretionsubstance reasonably satisfactory to the Administrative Agent: (i) no Event if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer of Default shall have occurred or be continuing(A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall have executed be sufficient to satisfy this condition), and delivered a new or revised Promissory Note; (iii) after giving effect new Notes executed by the Borrower, payable to such increaseany new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans (in which event, the applicable existing Lender(s) shall return the applicable existing Note(s) to the Borrower, marked “cancelled” or “superseded”), in the principal amount of such Lender’s aggregate Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate outstanding principal balance of all Loans shall not be in excess amount of the maximum amount of credit available under Loans pursuant to this Agreement; (iv) Section, any Lender becoming a party hereto shall have reviewed execute such documents and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower Administrative Agent may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderreasonably request.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date or earlier termination approval of this Agreementthe Agent (which shall not be unreasonably withheld, delayed or, except with respect to the fees to be paid to Agent for arranging the increase, conditioned), the Borrower may shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request that Lender make Additional additional Loans hereunder at Additional Closings by providing written notice to Lender. Any such Additional Loans the Agent, which notice shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretionirrevocable once given; provided, however, at that after giving effect to any such increases the aggregate amount of the Loans shall not exceed $400,000,000. Each such increase in the Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loan or provide a minimumnew Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions must precedent: (x) no Default or Event of Default shall be satisfiedin existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Obligor in any Loan Document to which such Obligor is a party shall be true and correct in all material respects on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Agent shall have received each of the following, in Lender’s sole form and absolute discretionsubstance satisfactory to the Agent: (i) no Event if not previously delivered to the Agent, copies certified by the Secretary or Assistant Secretary of Default shall have occurred or be continuing(A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower shall have executed and delivered a new or revised Promissory Note; the Guarantors, and addressed to the Agent and the Lenders covering such matters as reasonably requested by the Agent, and (iii) after giving effect new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans, in the principal amount of such increase, Lender's Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate outstanding principal balance of all Loans shall not be in excess amount of the maximum amount of credit available under Loans pursuant to this Agreement; (iv) Section any Lender becoming a party hereto shall have reviewed execute such documents and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower Agent may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderreasonably request.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred and be continuing or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) result after giving effect to such increaseAdditional Loans, the Borrower shall have the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $500,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the aggregate outstanding principal balance loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of all Loans prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall not be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in excess a minimum principal Dollar Amount (determined as of the maximum amount most recent Revaluation Date) of credit available $50,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used in accordance with Section 3.13, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans and (h) the representations and warranties made by the Borrower herein or in any other Credit Document or which are contained in any certificate furnished at any time under or in connection herewith or therewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date). The Borrower may invite existing Lenders or other banks, financial institutions and investment funds that are not Lenders and that are reasonably acceptable to the Administrative Agent and that would satisfy the same criteria that would be required for such bank, financial institution or investment fund to be an “Eligible Assignee” to join this Agreement; Credit Agreement as Lenders to provide any Additional Loans, provided (ivi) no existing Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial any obligation to provide all or other underwriting criteria required for the increase; any portion of any such Additional Loan and (vii) Lender such other banks, financial institutions and investment funds that are not existing Lenders shall have received any and all documents or enter into such joinder agreements to give effect thereto as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender Administrative Agent and the Borrower may mutually agreereasonably request and shall thereafter be deemed to be Lenders. Borrower may only request Additional Loans if, The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Lender’s sole and absolute discretion, no default Sections 10.6(c) or “Event of Default” (as such term is defined in any 10.6(e)) of the outstanding Loans (excluding Competitive Loans) and Participation Interests to the Lenders providing any Additional Loan Documentsso that, after giving effect to such assignments, each Lender (including the Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall have occurred or be continuing under pay any additional amounts required pursuant to Section 2.17). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Loan Documents, and no event shall have occurred that, Credit Document consistent with this Section 2.5 as may be necessary to incorporate the passage terms of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderany Additional Loan.

Additional Loans. (a) At The Borrower shall have the right at any time after and from time to time on not more than 3 different occasions during the First Closing, period from the Availability Termination Date to but prior to excluding the Term Loan Maturity Date or earlier termination of this Agreement, the Borrower may to request that Lender make Additional additional Loans hereunder at Additional Closings by providing written notice to Lender. Any such Additional Loans the Administrative Agent, which notice shall be subject irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of all Loans hereunder shall not exceed $600,000,000 less the amount of any prepayments of the Term Loans. Each such increase in the Loans must be in the aggregate minimum amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders, such Lenders and allocations to be mutually agreed upon by Administrative Agent and the Borrower and any approval of a Lender or allocation suggested by the one shall not be unreasonably withheld, conditioned or delayed by the other. Each Lender’s prior written approval, and Lender increase of the principal amount of its Loans or decision to provide a new Loan shall have the absolute right to withhold, deny or condition approval of any be made in such requests for any such Additional Loans in Lender’s sole and absolute discretion, howeverand no Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans or provide a new Loan, at and any new Lender becoming a minimum, party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions must precedent: (x) no Default or Event of Default shall be satisfiedin existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in Lender’s sole which case such representation or warranty shall be true and absolute discretioncorrect in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) no Event if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of Default shall have occurred (A) all partnership or be continuingother necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower shall have executed and delivered a new or revised Promissory Notethe Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) after giving effect except in the case of any Lender that has notified the Administrative Agent in writing that it elects not to such increasereceive a Note, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans, in the amount of the aggregate outstanding principal balance amount of all such Lender’s Loans shall not be in excess at the time of the maximum effectiveness of the applicable increase in the aggregate amount of credit available under the Loan. In connection with any increase in the aggregate amount of the Loans pursuant to this Agreement; (iv) Section 2.14. any Lender becoming a party hereto shall have reviewed execute such documents and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower Administrative Agent may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderreasonably request.

Additional Loans. (a) At any The Borrower shall have the right from time after the First Closingto time, but prior not more than three times collectively in any twelve-month period, during the period from the Effective Date to but excluding the Maturity Termination Date or earlier termination to request the making of this Agreement, the Borrower may request that Lender make additional Loans (“Additional Loans hereunder at Additional Closings Loans”) by providing written notice to Lenderthe Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to the making of the Additional Loans the aggregate amount of the Loans shall not exceed $400,000,000 (less any prepayments of the Loans) or such greater amount as the Requisite Lenders may agree to in writing. Any Each borrowing of Additional Loans must be an aggregate minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of the making of any such Additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such making of Additional Loans and the allocations of the making of such Additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loan or provide a new Loan, and any new Lender becoming a party to this Agreement in connection with any such making of Additional Loans must be an Eligible Assignee. Effecting the making of Additional Loans under this Section is subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must precedent: (x) no Default or Event of Default shall be satisfiedin existence on the effective date of such making of Additional Loans, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in Lender’s sole which case such representation or warranty shall be true and absolute discretioncorrect in all respects) on the effective date of such making of Additional Loans except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) no Event if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of Default shall have occurred (A) all partnership or be continuingother necessary action taken by the Borrower to authorize such Additional Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Loans; (ii) unless the Administrative Agent has notified the Borrower shall have executed that it does not require delivery of such item, an opinion of counsel to the Borrower and delivered a new or revised Promissory Note; the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) after giving effect in the case of a Lender that has notified the Administrative Agent in writing that it wants to such increasereceive a Note, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans, in the aggregate outstanding principal balance amount of all such Lender’s Loans shall not be in excess at the time of the maximum amount effectiveness of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for making of such Additional Loans. In connection with the making of Additional Loans pursuant to this Section 2.9., then subject any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the satisfaction (or waiver) of Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the terms Administrative Agent to comply with “know your customer” and conditions of this Agreementanti-money laundering rules and regulations, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of timeincluding without limitation, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderPatriot Act.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until the date one Business Day prior to the Termination Date, to incur additional Indebtedness (the “Additional Loans”) under this Agreement in the form of one or more increases to the Revolving Committed Amount by an aggregate amount of up to $100,000,000. The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Revolving Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Revolving Loans, (d) any such Additional Loan shall be obtained from existing Revolving Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such increase in the Revolving Committed Amount shall be in a new minimum principal amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used to finance working capital and other general corporate purposes, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Revolving Lenders to reflect the Additional Loans, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower an officer’s certificate in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Sections 5.1(l) and (m). Participation in any Additional Loan shall be offered first to each of the existing Revolving Lenders, but each such Revolving Lender shall have no obligation to provide all or revised Promissory Note; any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Borrower shall exceed the commitments which the existing Revolving Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement as Revolving Lenders hereunder for the portion of such Additional Loan not taken by existing Revolving Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request, provided further that (iiii) the existing Revolving Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 9.6(b) ) of the outstanding Revolving Loans and Participation Interests to the Additional Loan Lenders so that, after giving effect to such increaseassignments, each Revolving Lender holding a Revolving Commitment (including such Additional Loan Lenders) will hold Revolving Loans and Participation Interests equal to its Commitment Percentage of all outstanding Revolving Loans and LOC Obligations and (ii) such assignments and the amount transactions relating thereto shall be subject to Section 2.16. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedLenders, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject amendment to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan DocumentsCredit Document as may be necessary to incorporate the terms of any Additional Loan. Any increase in the Revolving Committed Amount pursuant to this Section 2.22 shall be permanent, and no event shall have occurred that, with except to the passage extent such Revolving Committed Amount is subsequently reduced pursuant to Section 2.5(a). At the time of timeany such increase in the Revolving Committed Amount, the giving Revolving Commitment Percentages of notice, or both, would constitute a default or an Event of Default hereunder or thereunderexisting Revolving Lenders and new Revolving Lenders shall be adjusted accordingly.

Additional Loans. The Borrower shall have the right at any time and from time to time during the period beginning on the Closing Date to request additional Loans by providing written notice to the Administrative Agent; provided, however, that after giving effect to any such increases the aggregate amount of the Loans shall not exceed $400,000,000. Each such increase in the Loans must be an aggregate minimum amount of $15,000,000 and integral multiples of $10,000,000 in excess thereof (or such lesser amounts as may be agreed to by the Administrative Agent and the Borrower). The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the Borrower. Each Lender shall notify the Administrative Agent within 5 Business Days after receipt of the Administrative Agent’s notice whether such Lender wishes to provide an additional Loan and if so, the maximum principal amount of the Loan such Lender is willing to provide. If a Lender fails to deliver any such notice to the Administrative Agent within such time period, then such Lender shall be deemed to have declined to provide an additional Loan. If the aggregate principal amount of the additional Loans the Lenders are willing to provide is less than the aggregate principal amount of additional Loans requested by the Borrower, then the Administrative Agent, in consultation with the Borrower, may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loan or provide a new Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default shall be in existence on the effective date of such increase, (y) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the effective date of such increase except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (a) At any time after the First Closing, but prior and (b) of Section 5.05 shall be deemed to refer to the Maturity Date or earlier termination most recent statements furnished pursuant to clauses (a) and (b), respectively, of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approvalSection 6.01, and Lender (z) the Administrative Agent shall have received each of the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfiedfollowing, in Lender’s sole form and absolute discretionsubstance reasonably satisfactory to the Administrative Agent: (i) no Event if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer of Default shall have occurred or be continuing(A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall have executed be sufficient to satisfy this condition), and delivered a new or revised Promissory Note; (iii) after giving effect new Notes executed by the Borrower, payable to such increaseany new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans (in which event, the applicable existing Lender(s) shall return the applicable existing Note(s) to the Borrower, marked “cancelled” or “superseded”), in the principal amount of such Lender’s aggregate Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate outstanding principal balance of all Loans shall not be in excess amount of the maximum amount of credit available under Loans pursuant to this Agreement; (iv) Section, any Lender becoming a party hereto shall have reviewed execute such documents and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower Administrative Agent may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderreasonably request.

Additional Loans. Notwithstanding the foregoing or any other provision herein, in no event will the combined sum of interest (acash or otherwise) At on the Loans exceed seventeen percent (17.00%) per annum or be less than thirteen percent (13.00%) per annum (in each case exclusive of the default rate of interest payable pursuant to Section 2.2(c)). In addition, if and to the extent that the amount of interest (exclusive of the default rate of interest payable pursuant to Section 2.2(c)) payable on any time after Interest Payment Date is greater than the First Closingamount of interest on the Loans which would have been payable on such Interest Payment Date if the interest rate in effect at all times during the three-month period then ended had been 15.00% per annum (the amount of such excess being hereinafter referred to as the "PIK Amount" for such period), but prior then the Company may, at its option, in lieu of payment of the PIK Amount of interest in cash, pay such PIK Amount by increasing the principal of the applicable Loans by an amount equal to the PIK Amount (the "Additional Loans") and by issuance of Subsequent Notes in an aggregate principal amount equal to the PIK Amount. Notwithstanding anything to the contrary expressed or implied herein, such Additional Loans made on any Interest Payment Date shall, subject to the remaining provisions of this paragraph, bear interest at the same interest rate as the Loans in respect of which such Additional Loans are being issued, shall mature on the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall and be subject to Lender’s prior written approvalprepayment and acceleration of maturity in the same manner as the Loans, shall otherwise be identical to the outstanding Loans and shall be deemed made by the applicable Lenders in proportions such that each Lender shall have receive the absolute right same ratio of cash interest to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to on such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderInterest Payment Date.

Additional Loans. (a) At The Borrowers shall have the right at any time after and from time to time during the First Closingperiod beginning on the Effective Date to but excluding the Termination Date, but prior to the Maturity Date or earlier termination of this Agreement, request additional loans (“Additional Loans”) hereunder by the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by Representative providing written notice to Lender. Any such Additional Loans the Agent, which notice shall be subject irrevocable once given; provided, however, that after giving effect to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans the aggregate outstanding principal amount of the Loans shall not exceed $400,000,000. Each such borrowing of Additional Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 (or such other amounts as may be acceptable to the Agent and the Trust) in Lender’s sole excess thereof. The Agent, in consultation with the Borrower Representative, shall manage all aspects of the syndication of such Additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and absolute discretionother institutional lenders to be approached with respect to any such Additional Loans and the allocations of the Additional Loans among such existing Lenders and/or other banks, howeverfinancial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to make an Additional Loan or increase the principal amount of its Loans, at and any new Lender becoming a minimum, party to this Agreement in connection with any such requested Additional Loans must be an Eligible Assignee. The making of Additional Loans is subject to the following conditions must precedent: (x) no Default or Event of Default shall be satisfiedin existence on the date such Additional Loans are to be made, (y) the representations and warranties made or deemed made by the Borrowers and other Loan Parties in all Loan Document to which such Loan Party is a party shall be true and correct in all material respects on the date such Additional Loans are to be made except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Agent shall have received each of the following, in Lender’s sole form and absolute discretionsubstance satisfactory to the Agent: (i) no Event if not previously delivered to the Agent, copies certified by the Secretary or Assistant Secretary of Default shall have occurred or be continuingthe applicable Loan Party of (A) all corporate and other necessary action taken by the Borrowers to authorize such Additional Loans and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such Additional Loans; (ii) an opinion of counsel to the Borrower shall have executed and delivered a new or revised Promissory Note; the Guarantors, and addressed to the Agent and the Lenders covering such matters as reasonably requested by the Agent, and (iii) after giving effect new Notes executed by the Borrowers, payable to such increaseany new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans, in the aggregate outstanding principal balance amount of all such Lender's Loans shall not be in excess at the time of the maximum amount effectiveness of credit available under the making of the Additional Loans. In connection with any Additional Loans being made pursuant to this Agreement; (iv) Section any Lender becoming a party hereto shall have reviewed execute such documents and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower Agent may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderreasonably request.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; , the Company and the Foreign Borrowers shall have the right to increase the Aggregate Revolving Commitment (an “Additional Commitment”) by an aggregate amount of up to $50,000,000 (the “Aggregate Additional Commitment”) at any time prior to the date that is one Business Day prior to the Maturity Date. The following terms and conditions shall apply to any Additional Commitment: (i) the loans made under the Additional Commitment (each an “Additional Loan”) shall constitute Credit Party Obligations, (ii) Borrower such Additional Loans shall have executed and delivered a new or revised Promissory Note; the same terms (including interest rate) as the existing Revolving Loans, (iii) any such Additional Loans shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (iv) any such Additional Commitment shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (v) such Additional Commitment shall be in a minimum principal Dollar Equivalent (determined as of the most recent Revaluation Date) of $5,000,000 or the unused portion of the limit set forth above and integral multiples of $1,000,000 in excess thereof, (vi) the proceeds of any Additional Loan will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Acquisitions, (vii) the Company and the Foreign Borrowers shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Commitment and the Additional Loans, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied with respect to such Additional Loans, (ix) the Administrative Agent shall have received such legal opinions from counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent reasonably shall request, (x) the Administrative Agent shall have received such amendments to the Credit Documents, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent reasonably shall request and (xi) the Administrative Agent shall have received from the Company updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Commitment or Additional Loans, the Company will be in compliance with the financial covenants set forth in Section 5.9. Participation in any Additional Commitment may be offered to each of the existing Lenders, but no such Lender shall be required to provide all or any portion of any such Additional Loan. Failure of any Lender to respond to a request for an Additional Loan shall be deemed a rejection by such Lender of such request. If the amount of any Additional Loan requested by the Company shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Company may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of such Additional Commitment not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Company may reasonably request. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 10.6(b)) of the outstanding Loans and Participation Interests to the Lenders providing any an Additional Commitment so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Commitments) will hold Loans and Participation Interests equal to its Ratable Share of all outstanding Loans and L/C Obligations. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedLenders, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject amendment to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Credit Document as may be necessary to incorporate the terms of any Additional Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderAdditional Commitment.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred and be continuing or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) result after giving effect to such increaseAdditional Loans, the Borrower shall have the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $500,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the aggregate outstanding principal balance loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of all Loans prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall not be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in excess a minimum principal Dollar Amount (determined as of the maximum amount most recent Revaluation Date) of credit available $50,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used in accordance with Section 3.13, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans and (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied.representations and warranties made by the Borrower herein or in any other Credit Document or which are contained in any certificate furnished at any time under or in connection herewith or therewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date). The Borrower may invite existing Lenders or other banks, financial institutions and investment funds that are not Lenders and that are reasonably acceptable to the Administrative Agent and that would satisfy the same criteria that would be required for such bank, financial institution or investment fund to be an “Eligible Assignee” to join this Agreement; Credit Agreement as Lenders to provide any Additional Loans, provided (ivi) no existing Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial any obligation to provide all or other underwriting criteria required for the increase; any portion of any such Additional Loan and (vii) Lender such other banks, financial institutions and investment funds that are not existing Lenders shall have received any and all documents or enter into such joinder agreements to give effect thereto as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender Administrative Agent and the Borrower may mutually agreereasonably request and shall thereafter be deemed to be Lenders. Borrower may only request Additional Loans if, The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Lender’s sole and absolute discretion, no default Sections 10.6(c) or “Event of Default” (as such term is defined in any 10.6(e)) of the outstanding Loans (excluding Competitive Loans) and Participation Interests to the Lenders providing any Additional Loan Documentsso that, after giving effect to such assignments, each Lender (including the Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall have occurred or be continuing under pay any additional amounts required pursuant to Section 2.17). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Loan Documents, and no event shall have occurred that, Credit Document consistent with this Section 2.5 as may be necessary to incorporate the passage terms of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderany Additional Loan.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until the date one Business Day prior to the Termination Date, to incur additional Indebtedness (the “Additional Loans”) under this Agreement in the form of one or more increases to the Revolving Committed Amount by an aggregate amount of up to $100,000,000. The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Revolving Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Revolving Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such increase in the Revolving Committed Amount shall be in a new minimum principal amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used to finance working capital and other general corporate purposes, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower an officer’s certificate in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Sections 5.1(l) and (m). Participation in any Additional Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or revised Promissory Note; any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request, provided further that (iiii) the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 9.6(b)) of the outstanding Revolving Loans and Participation Interests to the Additional Loan Lenders so that, after giving effect to such increaseassignments, each Lender holding a Revolving Commitment (including such Additional Loan Lenders) will hold Revolving Loans and Participation Interests equal to its Commitment Percentage of all outstanding Revolving Loans and LOC Obligations and (ii) such assignments and the amount transactions relating thereto shall be subject to Section 2.15. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedLenders, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject amendment to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan DocumentsCredit Document as may be necessary to incorporate the terms of any Additional Loan. Any increase in the Revolving Committed Amount pursuant to this Section 2.21 shall be permanent, and no event shall have occurred that, with except to the passage extent such Revolving Committed Amount is subsequently reduced pursuant to Section 2.4(a). At the time of timeany such increase in the Revolving Committed Amount, the giving Commitment Percentages of notice, or both, would constitute a default or an Event of Default hereunder or thereunderexisting Lenders and new Lenders shall be adjusted accordingly.

Additional Loans. The Borrower shall have the right during the period from the Effective Date to but excluding the Maturity Date, to request the making of additional Loans (athe “Additional Loans”) At by providing written notice thereof to the Administrative Agent, which notice shall specify the amount of Loans requested and which shall be irrevocable once given; provided, however, that after giving effect to the making of any time after Additional Loans, the First Closing, but aggregate amount of the Commitments (if any) and the aggregate outstanding principal balance of the Loans shall not exceed $275,000,000 (less any prepayments of Loans prior to the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lendersuch date). Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the same terms and conditions of this AgreementAgreement (including, without limitation, the maturity date and interest rate of such Additional Loans) that are applicable to all other Loans. Each such borrowing of Additional Loans must be an aggregate minimum amount of $15,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of the making of any Additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other ​ institutional lenders to be approached with respect to any such making of Additional Loans and the allocations of any making of Additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to make an Additional Loan, and any new Lender becoming a party to this Agreement in connection with any such making of Additional Loans must be an Eligible Assignee. Effecting the making of Additional Loans under this Section 2.16. is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of the making of such Additional Loans, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such making of Additional Loans except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all limited liability company or other necessary action taken by the Borrower to authorize the making of such Additional Loans to Borrower in such amounts and at (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Closings as Lender Loans; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) if requested by the applicable Lender, a new Note executed by the Borrower, payable to any such new Lenders, and replacement Notes, as applicable, executed by the Borrower may mutually agreepayable to any such existing Lenders making such Additional Loans, in each case, in the amount of such Xxxxxx’s aggregate Loans at the time of the effectiveness of the applicable making of Additional Loans. Borrower may only request In connection with the making of Additional Loans ifpursuant to this Section 2.16., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in Lender’s sole and absolute discretion, no default or “Event the case of Default” (as such term any Lender that is defined in any organized under the laws of a jurisdiction outside of the Loan Documents) United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall have occurred or be continuing under this Agreement or any other Loan Documentsnecessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, and no event shall have occurred that, with the passage of timeincluding without limitation, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderPatriot Act.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred and be continuing or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) result after giving effect to such increaseAdditional Loans, the Borrower shall have the right during the period from the ClosingBridge Facility Termination Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $500,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the aggregate outstanding principal balance loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of all Loans prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall not be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in excess a minimum principal Dollar Amount (determined as of the maximum amount most recent Revaluation Date) of credit available $50,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used in accordance with Section 3.13, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans and (h) the representations and warranties made by the Borrower herein or in any other Credit Document or which are contained in any certificate furnished at any time under or in connection herewith or therewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date). The Borrower may invite existing Lenders or other banks, financial institutions and investment funds that are not Lenders and that are reasonably acceptable to the Administrative Agent and that would satisfy the same criteria that would be required for such bank, financial institution or investment fund to be an “Eligible Assignee” to join this Agreement; Credit Agreement as Lenders to provide any Additional Loans, provided (ivi) no existing Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial any obligation to provide all or other underwriting criteria required for the increase; any portion of any such Additional Loan and (vii) Lender such other banks, financial institutions and investment funds that are not existing Lenders shall have received any and all documents or enter into such joinder agreements to give effect thereto as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender Administrative Agent and the Borrower may mutually agreereasonably request and shall thereafter be deemed to be Lenders. Borrower may only request Additional Loans if, The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Lender’s sole and absolute discretion, no default Sections 10.6(c) or “Event of Default” (as such term is defined in any 10.6(e)) of the outstanding Loans (excluding Competitive Loans) and Participation Interests to the Lenders providing any Additional Loan Documentsso that, after giving effect to such assignments, each Lender (including the Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall have occurred or be continuing under pay any additional amounts required pursuant to Section 2.17). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Loan Documents, and no event shall have occurred that, Credit Document consistent with this Section 2.5 as may be necessary to incorporate the passage terms of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderany Additional Loan.

Additional Loans. (a) At The Borrower shall have the right at any time after the First Closing, but prior to the Maturity Termination Date or earlier termination of this Agreementthe applicable Class of Loans to request additional Five Year Term Loans and/or Seven Year Term Loans (each, the Borrower may request that Lender make an “Additional Loans hereunder at Additional Closings Loan”) by providing written notice to Lenderthe Administrative Agent, which notice shall be irrevocable once given and shall specify whether such Additional Loans shall be Five Year Term Loans or Seven Year Term Loans. Such Additional Loans must be in integral multiples of $5,000,000; provided, that the aggregate amount of all Additional Loans shall not exceed $50,000,000. Any such Additional Loans may be made by either an existing Lender or any other bank, financial institution or institutional lender that becomes a Lender hereunder (any such other bank, financial institution or institutional Lender, an “Additional Lender”); provided that such Additional Loan shall be subject on the same terms and conditions as the existing Class of Loans corresponding to Lender’s prior written approvalsuch Additional Loan, except that (i) the interest rate margin and Lender any prepayment premium applicable to any Additional Loans shall have be determined by the absolute right to withhold, deny Borrower and the existing Lenders and/or or condition approval of any such requests for any the Additional Lenders providing such Additional Loans in Lender’s sole pursuant to the terms of the applicable Additional Loan Amendment (defined below) and absolute discretion(ii) the Effective Yield applicable to such Additional Loans may differ from that applicable to the then outstanding Class of Loans corresponding to such Additional Loans; provided further, however, at a minimumthat if the Effective Yield for such Additional Loans exceeds the Effective Yield of the then outstanding Class of Loans corresponding to such Additional Loans by more than 0.50% per annum, the Applicable Margin for such Class of Loans shall be increased as of the date of the making of the applicable Additional Loans to the extent necessary so that the Effective Yield for such Class of Loans is equal to (x) the Effective Yield of such Additional Loans minus (y) 0.50%. No existing Lender shall be required to make any Additional Loan hereunder and any Additional Lender making an Additional Loan must be an Eligible Assignee. Any Additional Loans to be made under this Section shall only be effected by an amendment (an “Additional Loan Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Parent, the Borrower, each existing Lender or Additional Lender, as applicable, agreeing to provide such Additional Loans, and the Administrative Agent. An Additional Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. Effecting the increase of the Loans under this Section is subject to the following conditions must precedent: (x) no Default or Event of Default shall be satisfiedin existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in Lender’s sole form and absolute discretionsubstance satisfactory to the Administrative Agent: (i) no Event if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of Default shall have occurred or be continuing(A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower shall have executed and delivered a new or revised Promissory Note; the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) after giving effect except in the case of a Five Year Term Lender or Seven Year Term Lender, as applicable, that has requested not to receive a Five Year Term Note or a Seven Year Term Note, as applicable, new Notes executed by the Borrower, payable to any Additional Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders providing Additional Loans, in the aggregate principal amount of such increase, Lender’s Loans at the time of the effectiveness of the applicable increase in the aggregate principal amount of the aggregate outstanding principal balance Loans. In connection with the making of all any Additional Loans pursuant to this Section any Person becoming a “Lender” shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed execute such documents and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower Administrative Agent may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderreasonably request.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until the date one Business Day prior to the Termination Date, to incur additional Indebtedness (the “Additional Loans”) under this Agreement in the form of one or more increases to the Revolving Committed Amount by an aggregate amount of up to $100,000,000. The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Revolving Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Revolving Loans, (d) any such Additional Loan shall be obtained from existing Revolving Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such increase in the Revolving Committed Amount shall be in a new minimum principal amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used to finance working capital and other general corporate purposes, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Revolving Lenders to reflect the Additional Loans, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower an officer’s certificate in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Sections 5.1(l) and (m). Participation in any Additional Loan shall be offered first to each of the existing Revolving Lenders, but each such Revolving Lender shall have no obligation to provide all or revised Promissory Note; any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Borrower shall exceed the commitments which the existing Revolving Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Revolving Lenders hereunder for the portion of such Additional Loan not taken by existing Revolving Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request, provided further that (iiii) the existing Revolving Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 9.6(b)) of the outstanding Revolving Loans and Participation Interests to the Additional Loan Lenders so that, after giving effect to such increaseassignments, each Revolving Lender holding a Revolving Commitment (including such Additional Loan Lenders) will hold Revolving Loans and Participation Interests equal to its Commitment Percentage of all outstanding Revolving Loans and LOC Obligations and (ii) such assignments and the amount transactions relating thereto shall be subject to Section 2.16. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedLenders, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject amendment to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan DocumentsCredit Document as may be necessary to incorporate the terms of any Additional Loan. Any increase in the Revolving Committed Amount pursuant to this Section 2.22 shall be permanent, and no event shall have occurred that, with except to the passage extent such Revolving Committed Amount is subsequently reduced pursuant to Section 2.5(a). At the time of timeany such increase in the Revolving Committed Amount, the giving Revolving Commitment Percentages of notice, or both, would constitute a default or an Event of Default hereunder or thereunderexisting Revolving Lenders and new Revolving Lenders shall be adjusted accordingly.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; , the Borrower shall have the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Loan Agreement in the form of one or more tranches of term loans that may increase the Aggregate Funded Amount by an aggregate amount of up to $30,000,000, and, when combined with the Aggregate Committed Amount on the Closing Date, may not exceed $300,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Loan Party Obligations, (b) such Additional Loan (i) shall rank pari passu in right of payment with the existing Loans, (ii) Borrower shall not mature earlier than the Maturity Date (but may have executed amortization prior to such date) and delivered a new or revised Promissory Note; (iii) shall otherwise be treated substantially the same as (and in any event no more favorably than) the existing Loans; provided that (x) the terms and conditions applicable to any tranche of Additional Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (y) such Additional Loan may be priced differently than the existing Loans, (c) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (d) such Additional Loan shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (e) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans, (f) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (g) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Sections 5.7 and 5.8. Participation in any Additional Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Loan Agreement as Lenders hereunder for the portion of such Additional Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 8.6(c)) of the outstanding Loans to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Loans) will hold Loans equal to its Commitment Percentage of all outstanding Loans. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under Lenders, any amendment to this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with Document as may be necessary to incorporate the passage terms of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderany Additional Loan.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $100,000,000 (for a total Aggregate Revolving Committed Amount of up to $300,000,000). The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in a new minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (f) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans, (g) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (h) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Sections 5.7 and 5.8. Participation in any Additional Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or revised Promissory Note; any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. The existing Lenders shall make such assignments (iiiwhich assignments shall not be subject to the requirements set forth in Section 8.6(c)) of the outstanding Loans and Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under Lenders, any amendment to this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Credit Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage terms of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderany Additional Loan.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until the date one Business Day prior to the Termination Date, to incur additional Indebtedness (the “Additional Loans”) under this Agreement in the form of one or more increases to the Revolving Committed Amount by an aggregate amount of up to $100,000,000. The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Revolving Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Revolving Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such increase in the Revolving Committed Amount shall be in a new or revised Promissory Note; minimum principal amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof, (iiif) the proceeds of any Additional Loan will be used to finance working capital and other general corporate purposes, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower an officer’s certificate in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such increaseAdditional Loan, the Borrower will be in compliance with the financial covenants set forth in Sections 5.1(l) and (m). Participation in any Additional Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of any such Additional Loan. If the amount of any Additional Loan requested by the aggregate outstanding principal balance of all Loans Borrower shall not be in excess of exceed the maximum amount of credit available under commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required Credit Agreement as Lenders hereunder for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for portion of such Additional LoansLoan not taken by existing Lenders, then subject provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender Administrative Agent and the Borrower may mutually agreereasonably request. Borrower may only request Additional Loans ifThe Administrative Agent is authorized to enter into, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any on behalf of the Loan Documents) shall have occurred or be continuing under Lenders, any amendment to this Agreement or any other Loan DocumentsCredit Document as may be necessary to incorporate the terms of any Additional Loan. Any increase in the Revolving Committed Amount pursuant to this Section 2.21 shall be permanent, and no event shall have occurred that, with except to the passage extent such Revolving Committed Amount is subsequently reduced pursuant to Section 2.4(a). At the time of timeany such increase in the Revolving Committed Amount, the giving Commitment Percentages of notice, or both, would constitute a default or an Event of Default hereunder or thereunderexisting Lenders and new Lenders shall be adjusted accordingly.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until the date one (1) Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of an increase in the aggregate Revolving Committed Amount to an amount not to exceed $50,000,000. The following terms and delivered conditions shall apply to the Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) the Borrower shall give the Administrative Agent prior written notice of its request to increase the Revolving Committed Amount, (c) the Administrative Agent shall have the first right (but not the obligation) to subscribe to the proposed increase in the Revolving Committed Amount, by, reasonably promptly after receipt of the Borrower’s notice to increase the Revolving Committed Amount, providing written notice to the Borrower of its intention to exercise such election, and only if the Administrative Agent does not exercise such election may the Borrower elect to add new Lenders, (d) the Administrative Agent shall not be required to increase its commitment unless it shall have expressly agreed to such increase in writing, (e) the addition of new Lenders shall be subject to approval by both the Borrower and the Administrative Agent, which approval shall not be unreasonably withheld, and shall be subject to certain minimum commitment amounts acceptable to the Administrative Agent, (f) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loan, (g) the Administrative Agent shall not have any right to decrease its Revolving Commitment as a result of such increase of the aggregate Revolving Committed Amount, (h) the Administrative Agent shall have the right to control the syndication of the increase in the Revolving Committed Amount; provided that the Administrative Agent shall have no obligation to arrange, find or locate any lender or new bank or revised Promissory Note; financial institution to participate in any unsubscribed portion of such increase in the aggregate Revolving Committed Amount, (iiii) the Administrative Agent shall be appointed as the administrative agent for any Additional Loan and shall receive an administrative agent fee to be mutually agreed upon, (k) such option to increase the Revolving Committed Amount may only be exercised once, (k) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (l) such Additional Loan shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof, (m) the proceeds of any Additional Loan will be used for the purposes described in Section 3.11 and (n) the conditions to the making of Loans in Section 4.2 shall have been satisfied. The Borrower shall be required to pay (or to reimburse) any breakage costs incurred by the Administrative Agent in connection with the need to reallocate existing loans following any increase in the Revolving Committed Amount pursuant to this provision. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 9.6(b)) of the outstanding Loans to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Loans) will hold Loans equal to its Revolving Commitment Percentage of all outstanding Loans. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under Lenders, any amendment to this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Credit Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage terms of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderAdditional Loans.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) Borrower , the Company and the Foreign Borrowers shall have executed the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the "Additional Loans") under this Credit Agreement in the form of one or more increases in the Aggregate US Revolving Committed Amount by an aggregate amount of up to $50,000,000. The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in a new minimum principal Dollar Amount (determined as of the most recent Revaluation Date) of $25,000,000 or revised Promissory Note; the unused portion of the limit set forth above and integral multiples of $1,000,000 in excess thereof, (iiif) the proceeds of any Additional Loan will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Acquisitions, (g) the Company and the Foreign Borrowers shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (i) the Administrative Agent shall have received such legal opinions from counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent reasonably shall request, (j) the Administrative Agent shall have received such amendments to the Foreign Guaranties and other Credit Documents, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent shall request and (k) the Administrative Agent shall have received from the Company updated financial projections and an officer's certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Company will be in compliance with the financial covenants set forth in Section 5.9. Participation in any Additional Loan shall be offered first to each of the existing Lenders, but no such Lender shall be required to provide all or any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Company shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Company may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Company may reasonably request. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 10.6(c)) of the outstanding Loans and Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under Lenders, any amendment to this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Credit Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage terms of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderany Additional Loan.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred and be continuing and the Aggregate Revolving Committed Amount shall not have been reduced below $150,000,000 pursuant to Section 2.9(a), the Borrower shall have the right from time to time during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of (a) one or be continuingmore increases to the Aggregate Revolving Committed Amount (the “Additional Revolving Loans”) and/or (b) a term loan facility (the “Additional Term Loan”; together with the Additional Revolving Loans the “Additional Loans”), in an aggregate amount at any one time of up to $150,000,000. The following terms and conditions shall apply: (i) the aggregate amount of all Additional Loans shall not at any one time exceed $150,000,000, (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender any Additional Term Loans shall make such Additional Loans be reasonably satisfactory to Borrower in such amounts and at such Additional Closings as Lender the Administrative Agent and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” Loan Lenders (as such term is defined below), (iii) the loans made under any Additional Loan facilities shall constitute Credit Party Obligations, (iv) any Additional Revolving Loans shall have the same terms (including interest rate) as the existing Revolving Loans, (v) any Additional Term Loan will have the same Maturity Date as the Revolving Loans, unless otherwise agreed by the Administrative Agent and the Additional Loan Lenders providing such Additional Term Loan, (vi) any Additional Loans shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (vii) any Additional Loans shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below (such Persons being referred to herein as the “Additional Loan Lenders”), (viii) each Additional Loan shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (ix) the proceeds of any Additional Loans will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Investments, (x) the Borrower shall execute such promissory notes as are necessary and requested by the Additional Loan Lenders to reflect the Additional Loans, (xi) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (xii) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. Participation in any Additional Loans shall be offered first to each of the Loan Documents) existing Lenders on a pro rata basis, but none of such Lenders shall have occurred any obligation to provide all or any portion of any such Additional Loans. If the amount of any Additional Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loans, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loans not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. In the case of Additional Revolving Loans, the existing Lenders shall make such assignments (which assignments shall not be continuing under subject to the requirements set forth in Section 10.6(c)) of the outstanding Revolving Loans and Participation Interests to the Additional Loan Lenders providing any Additional Revolving Loans so that, after giving effect to such assignments, each Lender holding a Revolving Commitment (including such Additional Loan Lenders) will hold Revolving Loans and Participation Interests equal to its Commitment Percentage of all outstanding Revolving Loans and LOC Obligations. Notwithstanding any provision of this Credit Agreement to the contrary, the Administrative Agent is authorized (with the consent of the Borrower and the Additional Loan Lenders), to enter into, on behalf of all Lenders, any amendment, modification or supplement to this Credit Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage terms of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderany Additional Loans.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $100,000,000 (for a total Aggregate Revolving Committed Amount of up to $350,000,000). The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in a new minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (f) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans, (g) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (h) each of BMO, in its capacity as Co-Lead Arranger, and the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to each of BMO, in its capacity as Co-Lead Arranger, and the Administrative Agent demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Sections 5.7 and 5.8. Participation in any Additional Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or revised Promissory Note; any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to BMO, in its capacity as Co-Lead Arranger, and the Administrative Agent (iiisuch approval not to be unreasonably withheld) to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as BMO, in its capacity as Co-Lead Arranger, the Administrative Agent and the Borrower may reasonably request. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 8.6(c)) of the outstanding Loans and Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount of Lenders providing the aggregate outstanding principal balance Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans shall not be in excess and LOC Obligations. Each of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedBMO, in its sole and absolute discretion, the revenues, income, Collateralcapacity as Co-Lead Arranger, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional LoansAdministrative Agent is authorized to enter into, then subject to the satisfaction (or waiver) on behalf of the terms and conditions of Lenders, any amendment to this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Credit Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage terms of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderany Additional Loan.

Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until April 19, 2008, to incur additional Indebtedness (the "Additional Loans") under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $75,000,000. The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in a new minimum principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Investments, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower updated financial projections and an officer's certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. Participation in any Additional Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or revised Promissory Note; any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks and financial institutions reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. The existing Lenders shall make such assignments (iiiwhich assignments shall not be subject to the requirements set forth in Section 10.6(c)) of the outstanding Loans and Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under Lenders, any amendment to this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Credit Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage terms of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderany Additional Loan.