Common use of Additional Loans Clause in Contracts

Additional Loans. The Borrower shall have the right at any time and from time to time during the period beginning on the Availability Termination 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 $300,000,000. Each such increase in the Loans must be an aggregate minimum amount of $25,000,000 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) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall be sufficient to satisfy this condition), and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans (in which event, the applicable existing Lender(s) shall return the applicable existing Note(s) to the Borrower, marked “cancelled” or “superseded”), in the principal amount of such ▇▇▇▇▇▇’s aggregate Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. The Borrower shall have the right at any time and from time to time during the period beginning on the Availability Termination 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 $300,000,000500,000,000. Each such increase in the Loans must be an aggregate minimum amount of $25,000,000 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) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall be sufficient to satisfy this condition), and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans (in which event, the applicable existing Lender(s) shall return the applicable existing Note(s) to the Borrower, marked “cancelled” or “superseded”), in the principal amount of such ▇▇▇▇▇▇Lender’s aggregate Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. The Borrower Borrowers shall have the right at any time and from time to time during the period beginning on the Availability Termination Closing Date to but excluding the date 90 days prior to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Loans shall not exceed $300,000,000. Each such increase in the Loans must be an aggregate minimum amount of $25,000,000 50,000,000 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)thereof. The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the BorrowerBorrowers. 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 BorrowerBorrowers, then the Administrative Agent, in consultation with the Borrower, Agent may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the BorrowerBorrowers, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase 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 or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties contained in Article V and made or deemed made by the Borrowers or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be 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, unless such representation and warranty is subject to the extent qualified by a materiality or Material Adverse Effect, Effect qualifier in which case it will be true and correct in all respects) as ), it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such earlier datethat any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower Borrowers to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall be sufficient to satisfy this condition)Agent, and (iii) new Notes executed by the BorrowerBorrowers, payable to any new Lenders and replacement Notes executed by the BorrowerBorrowers, 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”)Loans, in the principal amount of such ▇▇▇▇▇▇Lender’s aggregate Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section, Section any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. The Borrower shall have the right at any time and from time to time during the period beginning on the Availability Termination 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 $300,000,000400,000,000. Each such increase in the Loans must be an aggregate minimum amount of $25,000,000 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 '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) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall be sufficient to satisfy this condition), and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans (in which event, the applicable existing Lender(s) shall return the applicable existing Note(s) to the Borrower, marked “cancelled” or “superseded”), in the principal amount of such ▇▇▇▇▇▇’s Lender's aggregate Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. The Borrower Borrowers shall have the right at any time and from time to time during the period beginning on the Availability Termination Closing Date to but excluding the date 90 days prior to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Loans shall not exceed $300,000,000. Each such increase in the Loans must be in an aggregate minimum amount of $25,000,000 50,000,000 and integral multiples of $10,000,000 in excess thereof (or such lesser other amounts as may be agreed acceptable to by the Administrative Agent and the BorrowerBorrowers). The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the BorrowerBorrowers. 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 BorrowerBorrowers, then the Administrative Agent, in consultation with the Borrower, Agent may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the BorrowerBorrowers, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase 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 or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties contained in Article V and made or deemed made by the Borrowers or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be 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, unless such representation and warranty is subject to the extent qualified by a materiality or Material Adverse Effect, Effect qualifier in which case it will be true and correct in all respects) as ), it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such earlier datethat any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower Borrowers to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall be sufficient to satisfy this condition)Agent, and (iii) new Notes executed by the BorrowerBorrowers, payable to any new Lenders and replacement Notes executed by the BorrowerBorrowers, 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”)Loans, 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, (iv) a duly completed and executed Disbursement Instruction Agreement and (v) a duly completed and executed Notice of Borrowing. The Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (x) three (3) Business Days prior to the requested date of the borrowing of Eurodollar Rate Loans and (y) on the requested date of the borrowing of Base Rate Loans,and shall be deemed to be a representation and warranty that the conditions specified above have been satisfied on and as of the date of the making of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section, Section any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. The Borrower Borrowers shall have the right at any time and from time to time during the period beginning on the Availability Termination Closing Date to but excluding the date 90 days prior to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Loans shall not exceed $300,000,000. Each such increase in the Loans must be in an aggregate minimum amount of $25,000,000 50,000,000 and integral multiples of $10,000,000 in excess thereof (or such lesser other amounts as may be agreed acceptable to by the Administrative Agent and the BorrowerBorrowers). The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the BorrowerBorrowers. 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 BorrowerBorrowers, then the Administrative Agent, in consultation with the Borrower, Agent may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the BorrowerBorrowers, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase 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 or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties contained in Article V and made or deemed made by the Borrowers or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be 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, unless such representation and warranty is subject to the extent qualified by a materiality or Material Adverse Effect, Effect qualifier in which case it will be true and correct in all respects) as ), it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such earlier datethat any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower Borrowers to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall be sufficient to satisfy this condition)Agent, and (iii) new Notes executed by the BorrowerBorrowers, payable to any new Lenders and replacement Notes executed by the BorrowerBorrowers, 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”)Loans, 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, (iv) a duly completed and executed Disbursement Instruction Agreement and (v) a duly completed and executed Notice of Borrowing. The Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (x) three (3) Business Days prior to the requested date of the borrowing of Eurodollar Rate Loans, and (y) on the requested date of the borrowing of Base Rate Loans, and shall be deemed to be a representation and warranty that the conditions specified above have been satisfied on and as of the date of the making of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section, Section any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. The Borrower shall have the right at any time and from time to time during the period beginning on the Availability Termination 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 $300,000,000400,000,000. Each such increase in the Loans must be an aggregate minimum amount of $25,000,000 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) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall be sufficient to satisfy this condition), and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans (in which event, the applicable existing Lender(s) shall return the applicable existing Note(s) to the Borrower, marked “cancelled” or “superseded”), in the principal amount of such ▇▇▇▇▇▇Lender’s aggregate Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Availability Termination Closing Date to the Maturity Date to request additional Loans by providing written notice to the Administrative AgentAgent (an “Increase Request”); provided, however, that after giving effect to any such increases increases, the aggregate amount of the Loans shall not exceed $300,000,000150,000,000 (as reduced by any payments of the principal amount of the Facility). Each such increase in the Loans Increase Request must be an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $10,000,000 5,000,000 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 Loansthereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase increase, and the allocations of the increase in the Loans increase, among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent and the Arrangers governing, among other things, the syndication of such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Section shall be regarded as Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of the Loans outstanding hereunder at the time such additional Loans are made. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loan Loans 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. . (b) 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 increaseincrease or would result from such proposed increase or from the application of the proceeds thereof, (y) the representations and warranties of the Borrower and each other Loan Party contained in Article V and the VI or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be 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 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 clauses (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer the Secretary or Assistant Secretary of the Borrower or Guarantor, as applicable, of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Required Lenders, in form and content similar to the opinion provided to the Administrative Agent (it being acknowledged that an opinion in substantially and the same Lenders pursuant to Section 5.01(a)(v) or such other form as acceptable to the opinion delivered on the Closing Date shall be sufficient to satisfy this condition)Administrative Agent, and (iii) to the extent requested, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans (in which event, the applicable existing Lender(s) Loans. Any Lender receiving such a replacement Note shall promptly return the applicable existing Note(s) to the Borrower, marked “cancelled” or “superseded”), in Borrower the principal amount of such ▇▇▇▇▇▇’s aggregate Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the LoansNote that was replaced. In connection with any increase in the aggregate principal amount of the additional Loans made pursuant to this SectionSection 2.16, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request. The Borrower shall pay such fees to the Administrative Agent, for its own account and for the benefit of the Lenders providing such additional Loans, as determined at the time of such increase. (c) This Section shall supersede any provisions in Section ‎0 or ‎0 to the contrary.

Additional Loans. The Subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed, or conditioned, except with respect to the fees to be paid to the Administrative Agent for arranging the increase), the Borrower shall have the right at any time time, and from time to time time, during the period beginning on after the Availability Effective Date to, but excluding, the date that is one hundred eighty (180) days prior to the Termination Date to request additional Additional Loans by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases (i) the aggregate principal amount of all Additional Loans made by the Loans Lenders, together with any Commitment to provide Additional Loans, shall not exceed $300,000,000. Each such increase 100,000,000; (ii) each Additional Loan is in the Loans must be an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 5,000,000 in excess thereof thereof; and (or such lesser amounts as may be agreed to by the Administrative Agent and the Borrower). The Administrative Agent iii) no Additional Loan 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 have 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 maturity date later 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 LoansTermination Date. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the arrangement and syndication of such increase in the Additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase Additional Loans and the allocations of the increase in the such Additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenderslenders accepted by the Administrative Agent to provide an Additional Loan. No Lender shall be obligated in any way whatsoever to increase its Commitment or the principal amount of its any outstanding Loan or to provide a new an Additional Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting Notwithstanding the increase foregoing, the Borrower may not request, and no Additional Loan may be advanced unless each of the Loans under this Section is subject to the following conditions precedentprecedent are satisfied: (xw) no Default or Event of Default shall be in existence on the effective date of such increasethe Borrower requests an Additional Loan or on the date any Additional Loan is advanced, (yx) the representations and warranties contained in Article V and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (or, to on the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of the effective date of such increase any Additional Loan is advanced except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they such representations and warranties shall be have been 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 such earlier date, ) and except that for purposes changes in factual circumstances specifically and expressly permitted hereunder, (y) U.S. Bank and PNC Bank, National Association (or their respective Affiliates, as applicable) shall have received payment of this Section, all fees and reimbursement of all expenses (including reasonable attorneys' fees and disbursements) payable with respect to such Additional Loans from the representations Borrower under the Fee Letters and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01Loan Documents, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall be sufficient to satisfy this condition)Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans (in which eventLoans, 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 ▇▇▇▇▇▇’s aggregate Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of such Lender's Loan after giving effect to the Loans. In connection with advance of any increase Additional Loans which such Lender has agreed (in its sole discretion) to make; and (iv) the aggregate principal amount of the Loans pursuant to this Section, Loan Parties and any Lender becoming (whether a party hereto Lender of an Effective Date Loan or a Lender of an Additional Loan) shall execute have executed such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. The Borrower Borrowers shall have the right at any time and from time to time during the period beginning on the Availability Termination Closing Date to but excluding the date 90 days prior to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Loans shall not exceed $300,000,000. Each such increase in the Loans must be an aggregate minimum amount of $25,000,000 50,000,000 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)thereof. The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the BorrowerBorrowers. Each Lender shall notify the Administrative Agent within 5 Business Days after receipt of the Administrative Agent’s '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 BorrowerBorrowers, then the Administrative Agent, in consultation with the Borrower, Agent may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the BorrowerBorrowers, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase 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 or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties contained in Article V and made or deemed made by the Borrowers or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be 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, unless such representation and warranty is subject to the extent qualified by a materiality or Material Adverse Effect, Effect qualifier in which case it will be true and correct in all respects) as ), it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such earlier datethat any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower Borrowers to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall be sufficient to satisfy this condition)Agent, and (iii) new Notes executed by the BorrowerBorrowers, payable to any new Lenders and replacement Notes executed by the BorrowerBorrowers, 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”)Loans, in the principal amount of such ▇▇▇▇▇▇’s aggregate Lender's Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section, Section any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.