Common use of Additional Term Loans Clause in Contracts

Additional Term Loans. Unless a Default or an Event of Default has occurred and is continuing, the Borrowers may request, by written notice to the Administrative Agent at any time during the period beginning on the Restatement Date to but excluding the Term Maturity Date, that additional Term Loans be made (the “Additional Term Loans”); provided, however, that after giving effect to any increases in the Total Revolving Credit Commitment effected pursuant to §2.11 and the making of such Additional Term Loans, the Total Revolving Credit Commitment and the aggregate outstanding principal balance of the Term Loans shall not exceed $900,000,000. Each such borrowing of Additional Term Loans must be in aggregate minimum amounts of $25,000,000; provided that (a) the maturity date for the Additional Term Loans shall be the Term Maturity Date, (b) the Borrower Representative shall have delivered to the Administrative Agent a certificate in the form of Exhibit D-1 hereto signed by the chief financial officer or treasurer of the Borrower Representative setting forth computations evidencing compliance with the covenants contained in §§10.1, 10.2, 10.4, and 10.11 as of the last day of the most recently ended fiscal quarter for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such requested making of Additional Term Loans and, if applicable, such increase in the Total Revolving Credit Commitment, no Default or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase in the Total Revolving Credit Commitment, no default will exist as of the effective date of such increase or thereafter, (c) such Additional Term Loans and/or increase to the Total Revolving Credit Commitment shall be on the same terms and conditions applicable to this Credit Agreement, (d) any Term Loan Lender which is a party to this Credit Agreement prior to a request for Additional Term Loans, at its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loan, and (e) in the event that, in the case of a request for Additional Term Loans, each Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case of the making of Additional Term Loans, changes shall be made by way of supplement, amendment or restatement of any of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (it being understood that the Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional Term Loans permitted pursuant to this §3.7). The fees payable by the Borrowers upon the making of Additional Term Loans shall be agreed upon by the Joint Lead Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this §3.7 shall constitute or be deemed to constitute an agreement by any Lender to make Additional Term Loans.

Additional Term Loans. Unless The Borrower may, at its option, on one or more occasions prior to the Maturity Date, seek to receive one or more additional term loans pursuant to this Section 2.20 (each an “Additional Term Loan”). The Borrower may request Additional Term Loans in a Default minimum aggregate amount for all Additional Term Loans to be made on a specified day of not less than $50,000,000 or an Event increment of Default has occurred and is continuing, the Borrowers may request, $5,000,000 in excess thereof by written notice to the Administrative Agent Agent, which notice shall be delivered at any a time during when no Default has occurred and is continuing and which notice shall specify (a) the period beginning on the Restatement Date to but excluding the Term Maturity Date, that additional Term Loans be made (the “Additional Term Loans”); provided, however, that after giving effect to any increases in the Total Revolving Credit Commitment effected pursuant to §2.11 and the making proposed date of such Additional Term Loans, which shall (i) be a Business Day upon which a new Interest Period will commence with respect to all outstanding Loans (by virtue of either the Total Revolving Credit Commitment expiry of pre-existing Interest Periods or an election made by the Borrower pursuant to Section 2.08) and (ii) be not less than ten Business Days (or such shorter period as may be acceptable to the Administrative Agent and the aggregate outstanding principal balance of Persons making the Additional Term Loans (each an “Additional Lender”)), nor more than forty-five days after the date of such notice, (b) the aggregate amount of such Additional Term Loans, (c) the Type of Loans selected and (d) in the case of a Eurodollar Rate Loan Borrowing, the Interest Period applicable thereto; provided, that the aggregate amount of all Additional Term Loans made pursuant to this Section 2.20 shall not exceed $900,000,000300,000,000 (resulting in a maximum Aggregate Loan Amount of $800,000,000). Each The Borrower may, after giving such borrowing of notice, offer the Additional Term Loans must Loan on either a ratable basis to the Lenders or a non pro-rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to the Administrative Agent. Any Lender may, in its sole discretion, accept or reject any offer from the Borrower to make an Additional Term Loan. No consent of any Lender (other than the Lenders participating in such Additional Term Loan) shall be in aggregate minimum amounts of $25,000,000; provided that (a) the maturity date required for the any Additional Term Loan pursuant to this Section 2.20. No Additional Term Loans shall be the Term Maturity Date, required to be made unless (ba) the Additional Lenders, the Borrower Representative and the Administrative Agent shall have delivered entered into an agreement in form reasonably satisfactory to the Administrative Agent pursuant to which (i) each Additional Lender shall agree to the amount of the new Additional Term Loan to be made by it, (ii) each Additional Lender not party to this Agreement prior to the date of such Additional Term Loan shall agree to assume and accept the obligations and rights of a Lender hereunder, (iii) this Agreement shall be amended to reflect the Additional Term Loans, (iv) the Borrower shall deliver a certificate in the form of Exhibit D-1 hereto signed by the chief financial officer or treasurer a Responsible Officer of the Borrower Representative setting forth computations dated the date of the making of the new Additional Term Loans in form and substance satisfactory to the Administrative Agent evidencing compliance the Borrower’s compliance, on a pro forma basis after giving effect to the proposed Additional Term Loans, with the financial covenants contained in §§10.1, 10.2, 10.4, and 10.11 herein recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such requested making of Additional Term Loans and, if applicable, such increase in the Total Revolving Credit Commitment, no Default or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase in the Total Revolving Credit Commitment, no default will exist as of the effective date of such increase or thereafter, (c) such Additional Term Loans and/or increase to the Total Revolving Credit Commitment shall be on the same terms and conditions applicable to this Credit Agreement, (d) any Term Loan Lender which is a party to this Credit Agreement prior to a request for Additional Term Loans, at its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loanavailable, and (ev) in the event thatpricing, in the case of a request for Additional Term Loansamortization, each Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval maturity and other terms of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case of the making of Additional Term Loans, changes shall be made by way of supplement, amendment or restatement of any of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (it being understood that the Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional Term Loans permitted pursuant to this §3.7). The fees payable by the Borrowers upon the making of Additional Term Loans shall be agreed upon by identical to those of the Joint Lead Arrangers Initial Term Loans, and (b) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Borrowers at Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the time Borrower. Substantially contemporaneously with the satisfaction of such increase. Notwithstanding the foregoingforegoing conditions, nothing in this §3.7 each Additional Lender shall constitute or be deemed make available to constitute an agreement by any Lender to make the Administrative Agent for the account of the Borrower the amount of its Additional Term LoansLoan in immediately available funds as set forth in Section 2.03(b). Each Additional Term Loan shall be a “Loan” hereunder subject to all the terms and conditions hereof.

Additional Term Loans. Unless a Default or an Event of Default has occurred and is continuing, (a) The Borrower shall have the Borrowers may request, by written notice to the Administrative Agent right at any time and from time to time during the period beginning on the Restatement Closing Date to but excluding the Term date that is six (6) months prior to the Maturity Date, that Date to request additional Term Loans be made by providing written notice to the Administrative Agent (the an “Additional Term LoansIncrease Request”); provided, however, that after giving effect to any increases in the Total Revolving Credit Commitment effected pursuant to §2.11 and the making of such Additional Term Loansincreases, the Total Revolving Credit Commitment and the aggregate outstanding principal balance amount of the Term Loans shall not exceed $900,000,00075,000,000. Each such borrowing of Additional Term Loans Increase Request must be in an aggregate minimum amounts amount of $25,000,000; provided that (a) 5,000,000 and integral multiples of $1,000,000 in excess thereof. The Administrative Agent, in consultation with the maturity date for the Additional Term Loans Borrower, shall be the Term Maturity Date, (b) the Borrower Representative shall have delivered to the Administrative Agent a certificate in the form of Exhibit D-1 hereto signed by the chief financial officer or treasurer manage all aspects of the Borrower Representative setting forth computations evidencing compliance with the covenants contained in §§10.1, 10.2, 10.4, and 10.11 as syndication of the last day of the most recently ended fiscal quarter for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such requested making of Additional Term Loans and, if applicable, such increase in the Total Revolving Credit CommitmentTerm Loans, no Default or Event including decisions as to the selection of Default exists or will exist under this Credit Agreement or any the existing Lenders and/or other Loan Documentbanks, financial institutions and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, other institutional lenders to be approached with respect to such increase in the Total Revolving Credit Commitment, no default will exist as Term Loans and the allocations of the effective date increase in the Term Loans 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 Arranger governing, among other things, the syndication of such increase or thereafter, (c) such Additional in the Term Loans and/or increase and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to the Total Revolving Credit Commitment such Increase Request. Any additional Term Loans made pursuant to this Section shall be on regarded as Term 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 applicable of, the Term Loans outstanding hereunder at the time such additional Term Loans are made. No Lender shall be obligated in any way whatsoever to this Credit Agreement, (d) any increase the principal amount of its Term Loans or provide a new Term Loan and any new Lender which is becoming a party to this Credit Agreement prior to a request for Additional Term Loans, at its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loan, and (e) in the event that, in the case of a request for Additional Term Loans, each Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case of the making of Additional Term Loans, changes shall be made by way of supplement, amendment or restatement of any of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (it being understood that the Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional Term Loans permitted pursuant to this §3.7). The fees payable by the Borrowers upon the making of Additional Term Loans shall any such requested increase must be agreed upon by the Joint Lead Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this §3.7 shall constitute or be deemed to constitute an agreement by any Lender to make Additional Term LoansEligible Assignee.

Additional Term Loans. Unless a Default or an Event of Default has occurred and is continuing, the Borrowers may request, by written notice to the Administrative Agent at any time during the period beginning on the Restatement Date to but excluding the Term Maturity Date, that additional Term Loans be made (the “Additional Term Loans”); provided, however, that after giving effect to any increases in the Total Revolving Credit Commitment effected pursuant to §2.11 and the making of such Additional Term Loans, the Total Revolving Credit Commitment and the aggregate outstanding principal balance of the Term Loans shall not exceed $900,000,000850,000,000. Each such borrowing of Additional Term Loans must be in aggregate minimum amounts of $25,000,000; provided that (a) the maturity date for the Additional Term Loans shall be the Term Maturity Date, (b) the Borrower Representative shall have delivered to the Administrative Agent a certificate in the form of Exhibit D-1 hereto signed by the chief financial officer or treasurer of the Borrower Representative setting forth computations evidencing compliance with the covenants contained in §§10.1, 10.2, 10.3, 10.4, and 10.11 as of the last day of the most recently ended fiscal quarter for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such requested making of Additional Term Loans and, if applicable, such increase in the Total Revolving Credit Commitment, no Default or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase in the Total Revolving Credit Commitment, no default will exist as of the effective date of such increase or thereafter, (c) such Additional Term Loans and/or increase to the Total Revolving Credit Commitment shall be on the same terms and conditions applicable to this Credit Agreement, (d) any Term Loan Lender which is a party to this Credit Agreement prior to a request for Additional Term Loans, at its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loan, and (e) in the event that, in the case of a request for Additional Term Loans, each Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case of the making of Additional Term Loans, changes shall be made by way of supplement, amendment or restatement of any of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (it being understood that the Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional Term Loans permitted pursuant to this §3.7). The fees payable by the Borrowers upon the making of Additional Term Loans shall be agreed upon by the Joint Lead Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this §3.7 shall constitute or be deemed to constitute an agreement by any Lender to make Additional Term Loans.

Additional Term Loans. Unless a Default or an Event of Default has occurred (a) The Borrower may, at any time and is continuing, from time to time after the Borrowers may requestAmendment No. 5 Effective Date, by written notice to the Administrative Agent at any time during the period beginning on the Restatement Date to but excluding Agent, request an increase in the Term Maturity Date, that additional Term Loans be made Loan Facility (the “Additional Term Loans”) (within the limitations herein provided); provided, howeverwhich notice shall set forth the amount of such requested borrowing of Additional Term Loans. The Additional Term Loans may be effected by having one or more New Term Lenders become Lenders under the Term Loan Facility and/or by having any one or more of the then existing Lenders under the Term Loan Facility (at their respective election in their sole discretion) that have been approved by the Borrower, the Administrative Agent and the Company (such approval by the Administrative Agent not to be unreasonably withheld or delayed), provide Additional Term Loans, provided that (i) each borrowing of Additional Term Loans shall be in an amount not less than $5,000,000, (ii) on the applicable Additional Term Loan Effective Date, after giving effect to any increases in the Total Revolving Credit Commitment effected pursuant to §2.11 and the making borrowing of such Additional Term Loans, the Total Revolving Credit Commitment and the aggregate outstanding principal balance of the Current Term Loans Advance Amount shall not exceed $900,000,000. Each the Term Loan Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.28 would be satisfied on a pro forma basis for the most recent determination period, after giving effect to such borrowing of Additional Term Loans must be in aggregate minimum amounts as if it occurred on the last day of $25,000,000; provided that such determination period and (av) the maturity date for the any Additional Term Loans shall be on the terms and pursuant to the documentation applicable to the Term Maturity Date, (b) Loans under the Borrower Representative shall have delivered Term Loan Facility immediately prior to the Administrative Agent a certificate in the form of Exhibit D-1 hereto signed by the chief financial officer or treasurer of the Borrower Representative setting forth computations evidencing compliance with the covenants contained in §§10.1, 10.2, 10.4, and 10.11 as of the last day of the most recently ended fiscal quarter for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such requested making of Additional Term Loans and, if applicable, such increase in the Total Revolving Credit Commitment, no Default or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase in the Total Revolving Credit Commitment, no default will exist as of the effective date borrowing of such increase or thereafter, (c) such Additional Term Loans and/or increase to the Total Revolving Credit Commitment shall be on the same terms and conditions applicable to this Credit Agreement, (d) any Term Loan Lender which is a party to this Credit Agreement prior to a request for Additional Term Loans, at its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loan, and (e) in the event that, in the case of a request for Additional Term Loans, each Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case of the making of Additional Term Loans, changes shall be made by way of supplement, amendment or restatement of any of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (it being understood that the Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional Term Loans permitted pursuant to this §3.7). The fees payable by the Borrowers upon the making of Additional Term Loans shall be agreed upon by the Joint Lead Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this §3.7 shall constitute or be deemed to constitute an agreement by any Lender to make Additional Term Loans.

Additional Term Loans. Unless a Default or an Event With the prior consent of Default has occurred and is continuingthe Agent (which consent shall not be unreasonably withheld), the Borrowers may request, Borrower shall have the right at any time to request increases in the aggregate amount of the Term Loans by providing written notice to the Administrative Agent at any time during Agent, which notice shall be irrevocable once given. Each such increase in the period beginning on the Restatement Date to but excluding aggregate amount of the Term Maturity Date, that additional Term Loans must be made (the “Additional Term Loans”)in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof; provided, however, that after giving effect to any such increases in the Total Revolving Credit Commitment effected pursuant to §2.11 and the making of such Additional Term Loansthis Section, the Total Revolving Credit Commitment and the aggregate outstanding principal balance amount of the Term Loans shall may not exceed $900,000,000350,000,000. Each Any such borrowing of Additional Term Loans must be in aggregate minimum amounts of $25,000,000; provided that (a) the maturity date for the Additional Term Loans increase shall be effected either by an existing Lender increasing the principal amount of its Term Maturity Date, (b) the Borrower Representative shall have delivered Loan or by a Person becoming a Lender hereunder and making a Term Loan to the Administrative Agent Borrower. No existing Lender shall be required to increase the amount of its Term Loan hereunder and any Person becoming a certificate Lender under this Agreement in the form of Exhibit D-1 hereto signed by the chief financial officer or treasurer of the Borrower Representative setting forth computations evidencing compliance connection with the covenants contained in §§10.1, 10.2, 10.4, and 10.11 as of the last day of the most recently ended fiscal quarter for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such requested making of Additional Term Loans and, if applicable, such must be an Eligible Assignee. No increase in the Total Revolving Credit Commitment, no aggregate outstanding principal amount of the Term Loans may be effected under this Section if (x) a Default or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase shall be in the Total Revolving Credit Commitment, no default will exist as of existence on the effective date of such increase or thereafter, (c) such Additional Term Loans and/or increase to the Total Revolving Credit Commitment shall be on the same terms and conditions applicable to this Credit Agreement, (dy) any Term representation or warranty made or deemed made by the Borrower or any other Loan Lender Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Term Loans pursuant to this Credit Agreement prior to subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request for Additional Term Loansand (b) the Borrower shall make appropriate arrangements so that each new Lender, at and any existing Lender increasing the amount of its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loan, and (e) in the event thatreceives a new or replacement Note, as appropriate, in the case amount of a request for Additional Term Loans, each such Lender’s Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case within 2 Business Days of the making of Additional Term Loans, changes shall be made by way of supplement, amendment or restatement of any effectiveness of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (it being understood that the Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional Term Loans permitted pursuant to this §3.7). The fees payable by the Borrowers upon the making of Additional Term Loans shall be agreed upon by the Joint Lead Arrangers and the Borrowers at the time of such applicable increase. Notwithstanding the foregoing, nothing in this §3.7 shall constitute or be deemed to constitute an agreement by any Lender to make Additional Term Loans.

Additional Term Loans. Unless a Default or an Event The Borrower shall have the right at any time and from time to time after the Closing Date to but excluding the Maturity Date to request two increases in the principal amount of Default has occurred and is continuing, the Borrowers may request, Term Loan by providing written notice to the Administrative Agent at any time during the period beginning on the Restatement Date to but excluding the Term Maturity DateAgent, that additional Term Loans which notice shall be made (the “Additional Term Loans”)irrevocable once given; provided, however, that after giving effect to any increases in the Total Revolving Credit Commitment effected pursuant to §2.11 and the making combined aggregate principal amount of such Additional Term Loans, the Total Revolving Credit Commitment and the aggregate outstanding principal balance increases of the Term Loans Loan shall not exceed $900,000,00050,000,000. Each such borrowing of Additional Term Loans must be in aggregate minimum amounts of $25,000,000; provided that (a) the maturity date for the Additional Term Loans shall be the Term Maturity Date, (b) the Borrower Representative shall have delivered to the Administrative Agent a certificate in the form of Exhibit D-1 hereto signed by the chief financial officer or treasurer of the Borrower Representative setting forth computations evidencing compliance with the covenants contained in §§10.1, 10.2, 10.4, and 10.11 as of the last day of the most recently ended fiscal quarter for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such requested making of Additional Term Loans and, if applicable, such increase in the Total Revolving Credit CommitmentTerm Loan must be an aggregate minimum amount of $10,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Term Loan, 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 Term Loan 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 the Term Loan made by such Lender. Effecting the increase of the Term Loan under this Section is subject to the following conditions precedent: (x) no Default or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase shall be in the Total Revolving Credit Commitment, no default will exist as of existence on the effective date of such increase or thereafterincrease, (cy) such Additional Term Loans and/or increase the representations and warranties made or deemed made by the Borrower in any Loan Document to the Total Revolving Credit Commitment shall be on the same terms and conditions applicable to this Credit Agreement, (d) any Term Loan Lender which it is a party to this Credit Agreement prior to a request for Additional Term Loans, at its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loanbe true and correct on the effective date of such increase, and (ez) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the event thatAdministrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer of all corporate and other necessary action taken by the Borrower to authorize such increase; (ii) an opinion of counsel to the Borrower, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) except in the case of a request for Additional Lender that has elected not to receive a Term LoansNote, each new Term Loan Lender does not elect Notes executed by the Borrower, payable to make an Additional any new Lenders and replacement Term Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Term Loan, in the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval principal amount of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Lender’s Term Loans. In the case of the making of Additional Term Loans, changes shall be made by way of supplement, amendment or restatement of any of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (it being understood that the Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional Term Loans permitted pursuant to this §3.7). The fees payable by the Borrowers upon the making of Additional Term Loans shall be agreed upon by the Joint Lead Arrangers and the Borrowers at the time of such increasethe effectiveness of the applicable increase in the aggregate principal amount of the Term Loan. Notwithstanding In connection with any increase in the foregoing, nothing in aggregate principal amount of the Term Loan pursuant to this §3.7 shall constitute or be deemed to constitute an agreement by Section any Lender to make Additional Term Loansbecoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Term Loans. Unless a Default or an Event of Default has occurred and is continuing, the Borrowers may requestThe Borrower may, by written notice to the Administrative Agent at any time during Agent, elect to request the period beginning on the Restatement Date to but excluding the Term Maturity Date, that additional Term Loans be made establishment of one or more new term loan commitments (the “Additional New Term LoansCommitments”); provided, however, that after giving effect to any increases in an amount not in excess of $50,000,000 in the Total Revolving Credit Commitment effected pursuant to §2.11 aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by the making Administrative Agent), and integral multiples of such Additional Term Loans, the Total Revolving Credit Commitment and the aggregate outstanding principal balance $1,000,000 in excess of the Term Loans shall not exceed $900,000,000that amount. Each such borrowing of Additional Term Loans must be in aggregate minimum amounts of $25,000,000; provided that notice shall specify (aA) the maturity date for (each an “Increased Amount Date”) on which the Additional Borrower proposes that the New Term Loans Commitments shall be effective, which shall be a date not less than 10 Business Days after the Term Maturity Date, (b) the Borrower Representative shall have date on which such notice is delivered to the Administrative Agent (and, if proceeds will be used to defease or repay any IASG Notes, which Increased Amount Date shall be the Amendment Effective Date) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a certificate “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in the form of Exhibit D-1 hereto signed by the chief financial officer its sole discretion and any Lender approached to provide all or treasurer a portion of the Borrower Representative setting New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective, as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth computations evidencing in Section 6.2 of the Credit Agreement shall be satisfied; (3) Holdings shall be in pro forma compliance with each of the covenants contained set forth in §§10.1, 10.2, 10.4, and 10.11 Section 8.1 of the Credit Agreement as of the last day of the most recently ended fiscal quarter for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such requested making of Additional New Term Loans and, if applicable, such increase in Commitments; (4) the Total Revolving Credit Commitment, no Default New Term Commitments shall be effected pursuant to one or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase in the Total Revolving Credit Commitment, no default will exist more Joinder Agreements dated as of the effective date applicable Increased Amount Date and executed and delivered by the Borrower, each New Term Lender and the Administrative Agent, and each of such increase or thereafterwhich shall be recorded in the Register, (c) such Additional and each New Term Loans and/or increase Lender shall be subject to the Total Revolving Credit Commitment shall be on requirements set forth in Section 4.10(e) of the same terms and conditions applicable to this Credit Agreement, (d) any Term Loan Lender which is a party to this Credit Agreement prior to a request for Additional Term Loans, at its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loan, ; and (e5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in the event that, in the case of a request for Additional Term Loans, each Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lendersconnection with any such transaction. On any Increased Amount Date, subject to the Borrowers’ approval of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case satisfaction of the making of Additional foregoing terms and conditions (i) each New Term LoansLender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, changes (ii) each New Term Commitment shall be deemed for all purposes a Term Commitment and each New Term Loan made by way of supplementthereunder shall be deemed for all purposes a Term Loan, amendment or restatement of any of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which (iii) each New Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 Lender shall become a Lender hereunder with respect to the contrary, without New Term Commitment and the consent New Term Loans made pursuant thereto and (iv) each installment of any Lender other than those Lenders making Additional principal due on the Term Loans (it being understood that other than the Administrative Agent final installment) shall execute any be increased by 0.25% of the aggregate principal amount of such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional New Term Loans permitted pursuant to this §3.7). The fees payable by and the Borrowers upon the making remaining aggregate principal amount of Additional all such New Term Loans shall be agreed due and payable on the Term Loan Maturity Date. The Administrative Agent shall notify Lenders promptly upon by receipt of the Joint Lead Arrangers Borrower’s notice of each Increased Amount Date and, in respect thereof, the New Term Commitments and the Borrowers at New Term Lenders, subject to the time assignments contemplated by this Section. The terms and provisions of such increase. Notwithstanding the foregoing, nothing in this §3.7 New Term Loans shall constitute or be deemed identical to constitute an agreement by any Lender to make Additional the terms and provisions of the Term Loans.

Additional Term Loans. Unless a Default or an Event of Default has occurred and is continuing, The Borrower shall have the Borrowers may request, by written notice to the Administrative Agent right at any time and from time to time during the period beginning on the Restatement Effective Date to but excluding the Term Maturity Date, that additional Term Loans be made Date to request the establishment of one or more term loan commitments (the “Additional Term LoansLoan Commitments”)) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any increases in the Total Revolving Credit Commitment effected pursuant to §2.11 and the making aggregate amount of such all Additional Term Loans, the Total Revolving Credit Commitment and the aggregate outstanding principal balance of the Term Loans Loan Commitments shall not exceed $900,000,000200,000,000. Each such borrowing of requested Additional Term Loans Loan Commitment must be in an aggregate minimum amounts amount of $25,000,000; provided that (a) 25,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the maturity date for Borrower, shall manage all aspects of the syndication of any such Additional Term Loans Loan Commitments and the allocations thereof, including decisions as to the selection of the Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such Additional Term Loan Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No existing Lender shall be the obligated in any way whatsoever to provide an Additional Term Maturity Date, (b) the Borrower Representative shall have delivered to the Administrative Agent a certificate in the form of Exhibit D-1 hereto signed by the chief financial officer or treasurer of the Borrower Representative setting forth computations evidencing compliance with the covenants contained in §§10.1, 10.2, 10.4Loan Commitment, and 10.11 as of the last day of the most recently ended fiscal quarter for which financial statements are available and determined on any new Lender becoming a pro forma basis after giving effect party to any such requested making of Additional Term Loans and if an increase this Agreement in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to connection with any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such requested making of must be an Eligible Assignee. Effecting an Additional Term Loans and, if applicable, such increase in Loan Commitment under this Section is subject to the Total Revolving Credit Commitment, following conditions precedent: (x) no Default or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase shall be in the Total Revolving Credit Commitment, no default will exist as of existence on the effective date of such increase or thereafterAdditional Term Loan Commitment, (cy) the representations and warranties made or deemed made by the Parent, the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such Additional Term Loans and/or increase Loan Commitment except to the Total Revolving Credit Commitment extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall be have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the same terms Administrative Agent shall have received each of the following, in form and conditions applicable substance satisfactory to this Credit Agreementthe Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (dA) any all partnership or other necessary action taken by the Borrower to authorize such Additional Term Loan Lender which is a party to this Credit Agreement prior to a request for Commitment and the borrowing of loans thereunder and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Term LoansLoan Commitments; (ii) if requested by the Administrative Agent, at its sole discretionan opinion of counsel to the Borrower and the Guarantors, may elect and addressed to make the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new or existing Lenders providing an Additional Term Loan but shall not have an obligation Commitment executed by the Borrower, payable to make an such Additional Term Loan, and (e) in the event that, in the case of a request for Lender. In connection with providing any Additional Term LoansLoan Commitment, each any new Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request. On the effective date of any Additional Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lendersCommitment, subject to the Borrowers’ approval satisfaction of such lenders the terms and conditions herein, (such approval not to be unreasonably withheldx) willing to hold commitments for the making of each Lender providing an Additional Term Loans. In the case of the making of Loan Commitment (each, an “Additional Term Loans, changes Loan Lender”) shall be made by way of supplement, amendment or restatement of any of make a loan to the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Borrower (an “Additional Term LoansLoan”) in an amount equal to its Additional Term Loan Commitment, in (y) each case notwithstanding anything in §26 Additional Term Loan Lender shall become a Lender hereunder with respect to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans Loan Commitment and (it being understood that the Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of z) each Additional Term Loans permitted pursuant to this §3.7). The fees payable by the Borrowers upon the making of Additional Term Loans Loan shall be agreed upon by the Joint Lead Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this §3.7 shall constitute or be deemed to constitute an agreement by any Lender to make Additional Term Loansbecome a Loan hereunder.

Additional Term Loans. Unless a Default or an Event With the prior consent of Default has occurred and is continuingthe Agent (which consent shall not be unreasonably withheld), the Borrowers may request, Borrower shall have the right at any time to request a one-time increase in the aggregate amount of the Loans by providing written notice to the Administrative Agent at any time during Agent, which notice shall be irrevocable once given. Such increase in the period beginning on aggregate amount of the Restatement Date to but excluding the Term Maturity Date, that additional Term Loans must be made (the “Additional Term Loans”)in an integral multiple of $5,000,000; provided, however, that after giving effect to any increases in the Total Revolving Credit Commitment effected such increase pursuant to §2.11 and the making of such Additional Term Loansthis Section, the Total Revolving Credit Commitment and the aggregate outstanding principal balance amount of the Term Loans shall may not exceed $900,000,000250,000,000. Each Any such borrowing of Additional Term Loans must be in aggregate minimum amounts of $25,000,000; provided that (a) the maturity date for the Additional Term Loans increase shall be effected either by an existing Lender increasing the Term Maturity Date, (b) the Borrower Representative shall have delivered principal amount of its Loan or by a Person becoming a Lender hereunder and making a Loan to the Administrative Agent Borrower. No existing Lender shall be required to increase the amount of its Loan hereunder and any Person becoming a certificate Lender under this Agreement in the form of Exhibit D-1 hereto signed by the chief financial officer or treasurer of the Borrower Representative setting forth computations evidencing compliance connection with the covenants contained in §§10.1, 10.2, 10.4, and 10.11 as of the last day of the most recently ended fiscal quarter for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such requested making of Additional Term Loans and, if applicable, such must be an Eligible Assignee. No increase in the Total Revolving Credit Commitment, no aggregate outstanding principal amount of the Loans may be effected under this Section if (x) a Default or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase shall be in the Total Revolving Credit Commitment, no default will exist as of existence on the effective date of such increase or thereafter, (c) such Additional Term Loans and/or increase to the Total Revolving Credit Commitment shall be on the same terms and conditions applicable to this Credit Agreement, (dy) any Term representation or warranty made or deemed made by the Borrower or any other Loan Lender Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Loans pursuant to this Credit Agreement prior to subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request for Additional Term Loansand (b) the Borrower shall make appropriate arrangements so that each new Lender, at and any existing Lender increasing the amount of its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loan, and (e) in the event thatreceives a new or replacement Note, as appropriate, in the case of a request for Additional Term Loans, each Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval amount of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case Lender’s Loan within 2 Business Days of the making of Additional Term Loans, changes shall be made by way of supplement, amendment or restatement of any effectiveness of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (it being understood that the Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional Term Loans permitted pursuant to this §3.7). The fees payable by the Borrowers upon the making of Additional Term Loans shall be agreed upon by the Joint Lead Arrangers and the Borrowers at the time of such applicable increase. Notwithstanding the foregoing, nothing in this §3.7 shall constitute or be deemed to constitute an agreement by any Lender to make Additional Term Loans.

Additional Term Loans. Unless The Borrower may, at its option, on one or more occasions prior to the Maturity Date, seek to receive one or more additional term loans pursuant to this Section 2.20 (each an “Additional Term Loan”). The Borrower may request Additional Term Loans in a Default minimum aggregate amount for all Additional Term Loans to be made on a specified day of not less than $50,000,000 or an Event increment of Default has occurred and is continuing, the Borrowers may request, $5,000,000 in excess thereof by written notice to the Administrative Agent Agent, which notice shall be delivered at any a time during when no Default has occurred and is continuing and which notice shall specify (a) the period beginning on the Restatement Date to but excluding the Term Maturity Date, that additional Term Loans be made (the “Additional Term Loans”); provided, however, that after giving effect to any increases in the Total Revolving Credit Commitment effected pursuant to §2.11 and the making proposed date of such Additional Term Loans, which shall (i) be a Business Day upon which a new Interest Period will commence with respect to all outstanding Loans (by virtue of either the Total Revolving Credit Commitment expiry of pre-existing Interest Periods or an election made by the Borrower pursuant to Section 2.08) and (ii) be not less than ten Business Days (or such shorter period as may be acceptable to the Administrative Agent and the aggregate outstanding principal balance of Persons making the Additional Term Loans (each an “Additional Lender”)), nor more than forty-five days after the date of such notice, (b) the aggregate amount of such Additional Term Loans, (c) the Type of Loans selected and (d) in the case of a Eurodollar Rate Loan Borrowing, the Interest Period applicable thereto; provided, that the aggregate amount of all Additional Term Loans made pursuant to this Section 2.20 shall not exceed $300,000,000 (resulting in a maximum Aggregate Loan Amount of $900,000,000). Each The Borrower may, after giving such borrowing of notice, offer the Additional Term Loans must Loan on either a ratable basis to the Lenders or a non pro-rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to the Administrative Agent. Any Lender may, in its sole discretion, accept or reject any offer from the Borrower to make an Additional Term Loan. No consent of any Lender (other than the Lenders participating in such Additional Term Loan) shall be in aggregate minimum amounts of $25,000,000; provided that (a) the maturity date required for the any Additional Term Loan pursuant to this Section 2.20. No Additional Term Loans shall be the Term Maturity Date, required to be made unless (ba) the Additional Lenders, the Borrower Representative and the Administrative Agent shall have delivered entered into an agreement in form reasonably satisfactory to the Administrative Agent pursuant to which (i) each Additional Lender shall agree to the amount of the new Additional Term Loan to be made by it, (ii) each Additional Lender not party to this Agreement prior to the date of such Additional Term Loan shall agree to assume and accept the obligations and rights of a Lender hereunder, (iii) this Agreement shall be amended to reflect the Additional Term Loans, (iv) the Borrower shall deliver a certificate in the form of Exhibit D-1 hereto signed by the chief financial officer or treasurer a Responsible Officer of the Borrower Representative setting forth computations dated the date of the making of the new Additional Term Loans in form and substance satisfactory to the Administrative Agent evidencing compliance the Borrower’s compliance, on a pro forma basis after giving effect to the proposed Additional Term Loans, with the financial covenants contained in §§10.1, 10.2, 10.4, and 10.11 herein recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such requested making of Additional Term Loans and, if applicable, such increase in the Total Revolving Credit Commitment, no Default or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase in the Total Revolving Credit Commitment, no default will exist as of the effective date of such increase or thereafter, (c) such Additional Term Loans and/or increase to the Total Revolving Credit Commitment shall be on the same terms and conditions applicable to this Credit Agreement, (d) any Term Loan Lender which is a party to this Credit Agreement prior to a request for Additional Term Loans, at its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loanavailable, and (ev) in the event thatpricing, in the case of a request for Additional Term Loansamortization, each Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval maturity and other terms of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case of the making of Additional Term Loans, changes shall be made by way of supplement, amendment or restatement of any of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (it being understood that the Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional Term Loans permitted pursuant to this §3.7). The fees payable by the Borrowers upon the making of Additional Term Loans shall be agreed upon by identical to those of the Joint Lead Arrangers Initial Term Loans, and (b) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Borrowers at Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the time Borrower. Substantially contemporaneously with the satisfaction of such increase. Notwithstanding the foregoingforegoing conditions, nothing in this §3.7 each Additional Lender shall constitute or be deemed make available to constitute an agreement by any Lender to make the Administrative Agent for the account of the Borrower the amount of its Additional Term LoansLoan in immediately available funds as set forth in Section 2.03(b). Each Additional Term Loan shall be a “Loan” hereunder subject to all the terms and conditions hereof.

Additional Term Loans. Unless a Default or an Event of Default has occurred (a) The Borrower may, at any time and is continuing, from time to time after the Borrowers may requestAmendment No. 4 Effective Date, by written notice to the Administrative Agent at any time during the period beginning on the Restatement Date to but excluding Agent, request an increase in the Term Maturity Date, that additional Term Loans be made Loan Facility (the “Additional Term Loans”) (within the limitations herein provided); provided, howeverwhich notice shall set forth the amount of such requested borrowing of Additional Term Loans. The Additional Term Loans may be effected by having one or more New Term Lenders become Lenders under the Term Loan Facility and/or by having any one or more of the then existing Lenders under the Term Loan Facility (at their respective election in their sole discretion) that have been approved by the Borrower, the Administrative Agent and the Company (such approval by the Administrative Agent not to be unreasonably withheld or delayed), provide Additional Term Loans, provided that (i) each borrowing of Additional Term Loans shall be in an amount not less than $5,000,000, (ii) on the applicable Additional Term Loan Effective Date, after giving effect to any increases in the Total Revolving Credit Commitment effected pursuant to §2.11 and the making borrowing of such Additional Term Loans, the Total Revolving Credit Commitment and the aggregate outstanding principal balance of the Current Term Loans Advance Amount shall not exceed $900,000,000. Each the Term Loan Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.28 would be satisfied on a pro forma basis for the most recent determination period, after giving effect to such borrowing of Additional Term Loans must be in aggregate minimum amounts as if it occurred on the last day of $25,000,000; provided that such determination period and (av) the maturity date for the any Additional Term Loans shall be on the terms and pursuant to the documentation applicable to the Term Maturity Date, (b) Loans under the Borrower Representative shall have delivered Term Loan Facility immediately prior to the Administrative Agent a certificate in the form of Exhibit D-1 hereto signed by the chief financial officer or treasurer of the Borrower Representative setting forth computations evidencing compliance with the covenants contained in §§10.1, 10.2, 10.4, and 10.11 as of the last day of the most recently ended fiscal quarter for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such requested making of Additional Term Loans and, if applicable, such increase in the Total Revolving Credit Commitment, no Default or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase in the Total Revolving Credit Commitment, no default will exist as of the effective date borrowing of such increase or thereafter, (c) such Additional Term Loans and/or increase to the Total Revolving Credit Commitment shall be on the same terms and conditions applicable to this Credit Agreement, (d) any Term Loan Lender which is a party to this Credit Agreement prior to a request for Additional Term Loans, at its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loan, and (e) in the event that, in the case of a request for Additional Term Loans, each Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case of the making of Additional Term Loans, changes shall be made by way of supplement, amendment or restatement of any of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (it being understood that the Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional Term Loans permitted pursuant to this §3.7). The fees payable by the Borrowers upon the making of Additional Term Loans shall be agreed upon by the Joint Lead Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this §3.7 shall constitute or be deemed to constitute an agreement by any Lender to make Additional Term Loans.

Additional Term Loans. Unless a Default or an Event of Default has occurred and is continuing, the Borrowers may requestThe Borrower may, by written notice to the Administrative Agent at any time during Agent, elect to request the period beginning on the Restatement Date to but excluding the Term Maturity Date, that additional Term Loans be made establishment of one or more new term loan commitments (the “Additional New Term LoansCommitments”); provided, however, that after giving effect to any increases in an amount not in excess of $125,000,000 in the Total Revolving Credit Commitment effected pursuant to §2.11 aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by the making Administrative Agent), and integral multiples of such Additional Term Loans, the Total Revolving Credit Commitment and the aggregate outstanding principal balance $1,000,000 in excess of the Term Loans shall not exceed $900,000,00025,000,000. Each such borrowing of Additional Term Loans must be in aggregate minimum amounts of $25,000,000; provided that notice shall specify (aA) the maturity date for (each an “Increased Amount Date”) on which the Additional Borrower proposes that the New Term Loans Commitments shall be effective, which shall be a date not less than 10 Business Days after the Term Maturity Date, (b) the Borrower Representative shall have date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a certificate “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in the form of Exhibit D-1 hereto signed by the chief financial officer its sole discretion and any Lender approached to provide all or treasurer a portion of the Borrower Representative setting forth computations evidencing compliance with the covenants contained New Term Commitments may elect or decline, in §§10.1its sole discretion, 10.2, 10.4, and 10.11 to provide a New Term Commitment. Such New Term Commitments shall become effective as of the last day such Increased Amount Date; provided that, (1) no Default or Event of the most recently ended fiscal quarter for which financial statements are available and determined Default shall exist on a pro forma basis such Increased Amount Date before or after giving effect to any such requested making of Additional New Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment Commitments; (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, 2) both before and after giving effect to such requested the making of Additional Term Loans and, if applicable, such increase in the Total Revolving Credit Commitment, no Default or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase in the Total Revolving Credit Commitment, no default will exist as of the effective date of such increase or thereafter, (c) such Additional Term Loans and/or increase to the Total Revolving Credit Commitment shall be on the same terms and conditions applicable to this Credit Agreement, (d) any Term Loan Lender which is a party to this Credit Agreement prior to a request for Additional Term Loans, at its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loan, and (e) in the event that, in the case of a request for Additional New Term Loans, each Term Loan Lender does not elect to make an Additional Term Loanof the conditions set forth in Section 3.02 shall be satisfied; (3) the Borrower shall be in pro forma compliance with each of the covenants set forth in Section 5.04, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval of such lenders calculated by taking into account (such approval not to be unreasonably withheldx) willing to hold commitments EBITDA for the making four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) and giving pro forma effect to any acquisition consummated with the proceeds of Additional any New Term Loans. In Commitments established on the case Increased Amount Date as though such acquisition had been consummated as of the making of Additional Term Loans, changes shall be made by way of supplement, amendment or restatement of any first day of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, fiscal period covered by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans such financial statements and (it being understood that the Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional Term Loans permitted pursuant to this §3.7y). The fees payable by the Borrowers upon the making of Additional Term Loans shall be agreed upon by the Joint Lead Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this §3.7 shall constitute or be deemed to constitute an agreement by any Lender to make Additional Term Loans.

Additional Term Loans. Unless a Default or an Event With the prior consent of Default has occurred and is continuingthe Agent (which consent shall not be unreasonably withheld), the Borrowers may requestBorrower shall have the right, within ninety (90) days of the Agreement Date, to request a one-time increase in the aggregate amount of the Loans by providing written notice to the Administrative Agent at any time during Agent, which notice shall be irrevocable once given. Such increase in the period beginning on aggregate amount of the Restatement Date to but excluding the Term Maturity Date, that additional Term Loans must be made (the “Additional Term Loans”)in an integral multiple of $10,000,000; provided, however, that after giving effect to any increases in the Total Revolving Credit Commitment effected such increase pursuant to §2.11 and the making of such Additional Term Loansthis Section, the Total Revolving Credit Commitment and the aggregate outstanding principal balance amount of the Term Loans shall may not exceed $900,000,000150,000,000. Each Any such borrowing of Additional Term Loans must be in aggregate minimum amounts of $25,000,000; provided that (a) the maturity date for the Additional Term Loans increase shall be effected either by an existing Lender increasing the Term Maturity Date, (b) the Borrower Representative shall have delivered principal amount of its Loan or by a Person becoming a Lender hereunder and making a Loan to the Administrative Agent Borrower. No existing Lender shall be required to increase the amount of its Loan hereunder and any Person becoming a certificate Lender under this Agreement in the form of Exhibit D-1 hereto signed by the chief financial officer or treasurer of the Borrower Representative setting forth computations evidencing compliance connection with the covenants contained in §§10.1, 10.2, 10.4, and 10.11 as of the last day of the most recently ended fiscal quarter for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such requested making of Additional Term Loans and, if applicable, such must be an Eligible Assignee. No increase in the Total Revolving Credit Commitment, no aggregate outstanding principal amount of the Loans may be effected under this Section if (x) a Default or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase shall be in the Total Revolving Credit Commitment, no default will exist existence as of the effective date of such increase increase, or immediately thereafter, and after giving effect thereto, or (c) such Additional Term Loans and/or increase to the Total Revolving Credit Commitment shall be on the same terms and conditions applicable to this Credit Agreement, (dy) any Term representation or warranty made or deemed made by the Borrower or any other Loan Lender Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Loans pursuant to this Credit Agreement prior to Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request for Additional Term Loansand (b) the Borrower shall make appropriate arrangements so that each new Lender, at and any existing Lender increasing the amount of its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loan, and (e) in the event thatreceives a new or replacement Note, as appropriate, in the case of a request for Additional Term Loans, each Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval amount of such lenders Lender’s Loan within two (such approval not to be unreasonably withheld2) willing to hold commitments for the making of Additional Term Loans. In the case Business Days of the making of Additional Term Loans, changes shall be made by way of supplement, amendment or restatement of any effectiveness of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (it being understood that the Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional Term Loans permitted pursuant to this §3.7). The fees payable by the Borrowers upon the making of Additional Term Loans shall be agreed upon by the Joint Lead Arrangers and the Borrowers at the time of such applicable increase. Notwithstanding the foregoing, nothing in this §3.7 shall constitute or be deemed to constitute an agreement by any Lender to make Additional Term Loans.

Additional Term Loans. Unless The Borrower may, at its option, on one or more occasions prior to the Maturity Date, seek to receive one or more additional term loans pursuant to this Section 2.20 (each an “Additional Term Loan”). The Borrower may request Additional Term Loans in a Default minimum aggregate amount for all Additional Term Loans to be made on a specified day of not less than $50,000,000 or an Event increment of Default has occurred and is continuing, the Borrowers may request, $5,000,000 in excess thereof by written notice to the Administrative Agent Agent, which notice shall be delivered at any a time during when no Default has occurred and is continuing and which notice shall specify (a) the period beginning on the Restatement Date to but excluding the Term Maturity Date, that additional Term Loans be made (the “Additional Term Loans”); provided, however, that after giving effect to any increases in the Total Revolving Credit Commitment effected pursuant to §2.11 and the making proposed date of such Additional Term Loans, which shall (i) be a Business Day upon which a new Interest Period will commence with respect to all outstanding Loans (by virtue of either the Total Revolving Credit Commitment expiry of pre-existing Interest Periods or an election made by the Borrower pursuant to Section 2.08) and (ii) be not less than ten Business Days (or such shorter period as may be acceptable to the Administrative Agent and the aggregate outstanding principal balance of Persons making the Additional Term Loans (each an “Additional Lender”)), nor more than forty-five days after the date of such notice, (b) the aggregate amount of such Additional Term Loans, (c) the Type of Loans selected and (d) in the case of a Eurodollar Rate Loan Borrowing, the Interest Period applicable thereto; provided, that the aggregate amount of all Additional Term Loans made pursuant to this Section 2.20 shall not exceed $900,000,000300,000,000 (resulting in a maximum Aggregate Loan Amount of $600,000,000). Each The Borrower may, after giving such borrowing of notice, offer the Additional Term Loans must Loan on either a ratable basis to the Lenders or a non pro-rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to the Administrative Agent. Any Lender may, in its sole discretion, accept or reject any offer from the Borrower to make an Additional Term Loan. No consent of any Lender (other than the Lenders participating in such Additional Term Loan) shall be in aggregate minimum amounts of $25,000,000; provided that (a) the maturity date required for the any Additional Term Loan pursuant to this Section 2.20. No Additional Term Loans shall be the Term Maturity Date, required to be made unless (ba) the Additional Lenders, the Borrower Representative and the Administrative Agent shall have delivered entered into an agreement in form reasonably satisfactory to the Administrative Agent pursuant to which (i) each Additional Lender shall agree to the amount of the new Additional Term Loan to be made by it, (ii) each Additional Lender not party to this Agreement prior to the date of such Additional Term Loan shall agree to assume and accept the obligations and rights of a Lender hereunder, (iii) the Borrower shall deliver a certificate in the form of Exhibit D-1 hereto signed by the chief financial officer or treasurer a Responsible Officer of the Borrower Representative setting forth computations dated the date of the making of the new Additional Term Loans in form and substance satisfactory to the Administrative Agent evidencing compliance the Borrower’s compliance, on a pro forma basis after giving effect to the proposed Additional Term Loans, with the financial covenants contained in §§10.1, 10.2, 10.4, and 10.11 herein recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such requested making of Additional Term Loans and, if applicable, such increase in the Total Revolving Credit Commitment, no Default or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase in the Total Revolving Credit Commitment, no default will exist as of the effective date of such increase or thereafter, (c) such Additional Term Loans and/or increase to the Total Revolving Credit Commitment shall be on the same terms and conditions applicable to this Credit Agreement, (d) any Term Loan Lender which is a party to this Credit Agreement prior to a request for Additional Term Loans, at its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loanavailable, and (eb) the conditions set forth in the event that, in the case paragraphs (a) and (b) of a request for Additional Term Loans, each Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case of the making of Additional Term Loans, changes Section 4.02 shall be made by way of supplement, amendment or restatement of any of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (it being understood that satisfied and the Administrative Agent shall execute any have received a certificate to that effect dated such supplement, amendment or restatement as may be reasonably requested date and executed by a Responsible Officer of the Borrowers and necessary or desirable in connection Borrower. Substantially contemporaneously with the making satisfaction of the foregoing conditions, each Additional Lender shall make available to the Administrative Agent for the account of the Borrower the amount of its Additional Term Loans permitted pursuant to this §3.7Loan in immediately available funds as set forth in Section 2.03(b). The fees payable by the Borrowers upon the making of Each Additional Term Loans Loan shall be agreed upon by a “Loan” hereunder subject to all the Joint Lead Arrangers terms and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this §3.7 shall constitute or be deemed to constitute an agreement by any Lender to make Additional Term Loansconditions hereof.

Additional Term Loans. Unless a Default or an Event The Borrower shall have the right up to three times prior to March 20, 2010 to request increases in the aggregate amount of Default has occurred and is continuing, the Borrowers may request, Loans by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Any such increase in the Loans must be in an aggregate minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof (or such lesser aggregate minimum amount as the Agent at any time during and the period beginning on the Restatement Date to but excluding the Term Maturity Date, that additional Term Loans be made (the “Additional Term Loans”Borrower may agree); provided, however, that after giving effect to any increases in the Total Revolving Credit Commitment effected such increase pursuant to §2.11 and the making of such Additional Term Loansthis Section, the Total Revolving Credit Commitment and the aggregate outstanding principal balance amount of the Term Loans shall may not exceed $900,000,000250,000,000. Each Any such borrowing of Additional Term Loans must be in aggregate minimum amounts of $25,000,000; provided that (a) the maturity date for the Additional Term Loans increase shall be effected either by an existing Lender increasing the Term Maturity Date, (b) the Borrower Representative shall have delivered principal amount of its Loan or by a Person becoming a Lender hereunder and making a Loan to the Administrative Agent Borrower. No existing Lender shall be required to increase the amount of its Loan hereunder and any Person becoming a certificate Lender under this Agreement in the form of Exhibit D-1 hereto signed by the chief financial officer or treasurer of the Borrower Representative setting forth computations evidencing compliance connection with the covenants contained in §§10.1, 10.2, 10.4, and 10.11 as of the last day of the most recently ended fiscal quarter for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in must be an Eligible Assignee unless the Total Revolving Credit Commitment (assuming Agent and the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such requested making of Additional Term Loans and, if applicable, such Borrower otherwise agree. No increase in the Total Revolving Credit Commitment, no aggregate outstanding principal amount of the Loans may be effected under this Section (x) if a Default or Event of Default exists shall be in existence on the effective date of such increase, (y) if any representation or will exist under this Credit Agreement warranty made or deemed made by the Borrower or any other Loan Document, and that after taking into account Party in any Loan Document to which any such requested making of Additional Term Loans at such time and, if applicable, such increase in the Total Revolving Credit Commitment, no default will exist as of Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except to the extent that such representation or thereafterwarranty expressly relates solely to an earlier date (in which case such representation or warranty shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder) or (z) unless prior to, or at the time of, such increase the principal amount of the Loan held by Xxxxx Fargo is $50,000,000 or less. In connection with any increase in the aggregate amount of the Loans pursuant to this subsection, (c) such Additional Term Loans and/or increase to the Total Revolving Credit Commitment shall be on the same terms and conditions applicable to this Credit Agreement, (da) any Term Loan Lender which is becoming a party to this Credit Agreement prior to a hereto shall execute such documents and agreements as the Agent may reasonably request for Additional Term Loansand (b) the Borrower shall make appropriate arrangements so that each new Lender, at and any existing Lender increasing the amount of its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loan, and (e) in the event thatreceives a new or replacement Note, as appropriate, in the case of a request for Additional Term Loans, each Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval amount of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case Lender’s Loan within 2 Business Days of the making of Additional Term Loans, changes shall be made by way of supplement, amendment or restatement of any effectiveness of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (it being understood that the Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional Term Loans permitted pursuant to this §3.7). The fees payable by the Borrowers upon the making of Additional Term Loans shall be agreed upon by the Joint Lead Arrangers and the Borrowers at the time of such applicable increase. Notwithstanding the foregoing, nothing in this §3.7 shall constitute or be deemed to constitute an agreement by any Lender to make Additional Term Loans.