Common use of Additional Term Loans Clause in Contracts

Additional Term Loans. With the prior consent of the Agent (which consent shall not be unreasonably withheld), the 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 Agent, which notice shall be irrevocable once given. Such increase in the aggregate amount of the Loans must be in an integral multiple of $5,000,000; provided, that after giving effect to any such increase pursuant to this Section, the aggregate outstanding principal amount of the Loans may not exceed $250,000,000. Any such increase shall be effected either by an existing Lender increasing the principal amount of its Loan or by a Person becoming a Lender hereunder and making a Loan to the Borrower. No existing Lender shall be required to increase the amount of its Loan hereunder and any Person becoming a Lender under this Agreement in connection with any such requested increase must be an Eligible Assignee. No increase in the aggregate outstanding principal amount of the Loans may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan 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 subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing the amount of its Loan, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Loan within 2 Business Days of the effectiveness of the applicable increase.

Additional Term Loans. With the prior consent of the Agent (which consent shall not be unreasonably withheld), the The Borrower shall have the right at any time and from time to time during the period beginning on the last day of the Delayed Draw Availability Period to but excluding the Maturity Date to request a one-time increase in the aggregate amount establishment of one or more term loan commitments (the Loans “Additional Term Loan Commitments”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Such increase in ; provided, however, that the aggregate amount of the Loans all Additional Term Loan Commitments shall not exceed $150,000,000. Each requested Additional Term Loan Commitment must be in an integral multiple aggregate minimum amount of $5,000,000; provided25,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, that after giving effect to in consultation with the Borrower, shall manage all aspects of the syndication of any such increase pursuant Additional Term Loan Commitments and the allocations thereof, including decisions as to this Section, the aggregate outstanding principal amount selection of the Loans may not exceed $250,000,000. Any Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase shall be effected either by an Additional Term Loan Commitments among such existing Lender increasing the principal amount of its Loan or by a Person becoming a Lender hereunder Lenders and/or other banks, financial institutions and making a Loan to the Borrowerother institutional lenders. No existing Lender shall be required obligated in any way whatsoever to increase the amount of its provide an Additional Term Loan hereunder Commitment, and any Person new Lender becoming a Lender under party to this Agreement in connection with any such requested increase must be an Eligible Assignee. No increase in the aggregate outstanding principal amount of the Loans may be effected Effecting an Additional Term Loan Commitment under this Section if is subject to the following conditions precedent: (x) a no Default or Event of Default shall be in existence on the effective date of such increase or Additional Term Loan Commitment, (y) any representation or warranty the representations and warranties made or deemed made by the Parent, the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) shall be true or and correct on the effective date of such increase (Additional Term Loan Commitment except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall 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 Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such Additional Term Loan 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 Loan Commitments; (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new or existing Lenders providing an Additional Term Loan Commitment executed by the Borrower, payable to such Additional Term Lender. In connection with providing any increase in the aggregate amount of the Loans pursuant to this subsectionAdditional Term Loan Commitment, (a) any new Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request request. On the effective date of any Additional Term Loan Commitment, subject to the satisfaction of the terms and conditions herein, (x) each Lender providing an Additional Term Loan Commitment (each, an “Additional Term Loan Lender”) shall make a loan to the Borrower (an “Additional Term Loan”) in an amount equal to its Additional Term Loan Commitment, (y) each Additional Term Loan Lender shall become a Lender hereunder with respect to the Additional Term Loan Commitment and (bz) the Borrower each Additional Term Loan shall make appropriate arrangements so that each new Lender, and any existing Lender increasing the amount of its Loan, receives become a new or replacement Note, as appropriate, in the amount of such Lender’s Loan within 2 Business Days of the effectiveness of the applicable increasehereunder.

Additional Term Loans. With the prior consent of the Agent (which Administrative Agent, such consent shall not to be unreasonably withheld), conditioned or delayed, the Borrower shall have the right at any time and from time to time during the period from the Availability Termination Date to but excluding the Maturity Date, to request a one-time increase in the making of additional Term Loans (the “Additional Term Loans”) (provided, that after giving effect to the making of Additional Term Loans, the aggregate outstanding principal amount of Term Loans may not exceed $400,000,000 less the Loans amount of any voluntary prepayments of Term Loans) by providing written notice to the Administrative Agent, which notice shall be irrevocable once givengiven and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than 4 requests for Additional Term Loans during the term of this Agreement. Such increase in the aggregate amount Each such borrowing of the Additional Term Loans must be in an integral multiple aggregate minimum amount of $5,000,000; provided5,000,000 and integral multiples of $5,000,000 in excess thereof. The Joint Lead Arrangers, that after giving effect in consultation with the Borrower, shall manage all aspects of the syndication of such Additional Term Loans, including decisions, which shall be subject to the approval of the Borrower, as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such increase pursuant to this SectionAdditional Term Loans and the allocations of any such Additional Term Loans among such existing Lenders and/or other banks, the aggregate outstanding principal amount of the Loans may not exceed $250,000,000. Any such increase shall be effected either by an existing Lender increasing the principal amount of its Loan or by a Person becoming a Lender hereunder financial institutions and making a Loan to the Borrowerother institutional lenders. No existing Lender shall be required obligated in any way whatsoever to increase the amount of its Loan hereunder make an Additional Term Loan, and any Person new Lender becoming a Lender under party to this Agreement in connection with any such requested increase making of Additional Term Loans must be an Eligible Assignee. No increase in the aggregate outstanding principal amount The making of the Additional Term Loans may be effected under this Section if is subject to the following conditions precedent: (x) a no Default or Event of Default shall be in existence on the effective date of such increase or making of Additional Term Loans, (y) any representation or warranty the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not shall be true and correct in all material respects (except in the case of a representation or would not bewarranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) true or correct on the effective date of such increase (making of Additional Term Loans except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date)) and except for changes in factual circumstances not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such Additional Term Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Term Loans; (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) in the case of a Lender that has notified the Administrative Agent in writing that it wants to receive Notes, a new Term Note executed by the Borrower, payable to such new Lenders, and replacement Term Notes executed by the Borrower payable to such existing Lenders making such Additional Term Loans in the aggregate outstanding principal amount of such Lender’s Term Loan at the time of the making of such Additional Term Loans. In connection with any increase in the aggregate amount making of the Additional Term Loans pursuant to this subsectionSection 2.9., (a) any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (b2) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing the amount of its Loan, receives a new or replacement Note, as appropriate, in the amount case of such Lender’s Loan within 2 Business Days any Lender that is organized under the laws of a jurisdiction outside of the effectiveness United States of America, provide to the applicable increaseAdministrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative LEGAL02/36006473v7 Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Additional Term Loans. With the prior consent of the Agent (which consent shall not be unreasonably withheld), the Borrower shall have the right at any time to request a one-time increase increases in the aggregate amount of the Term Loans by providing written notice to the Agent, which notice shall be irrevocable once given. Such Each such increase in the aggregate amount of the Term Loans must be in an integral multiple aggregate minimum amount of $5,000,00010,000,000 and integral multiples of $5,000,000 in excess thereof; provided, that after giving effect to any such increase increases pursuant to this Section, the aggregate outstanding principal amount of the Term Loans may not exceed $250,000,000350,000,000. Any such increase shall be effected either by an existing Lender increasing the principal amount of its Term Loan or by a Person becoming a Lender hereunder and making a Term Loan to the Borrower. No existing Lender shall be required to increase the amount of its Term Loan hereunder and any Person becoming a Lender under this Agreement in connection with any such requested increase must be an Eligible Assignee. No increase in the aggregate outstanding principal amount of the Term Loans may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan 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 subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing the amount of its Term Loan, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Term Loan within 2 Business Days of the effectiveness of the applicable increase.

Additional Term Loans. With the prior consent of the Agent (which consent shall not be unreasonably withheld), the The Borrower shall have the right at any time up to three times prior to March 20, 2010 to request a one-time increase increases in the aggregate amount of the Loans by providing written notice to the Agent, which notice shall be irrevocable once given. Such Any such increase in the aggregate amount of the Loans must be in an integral multiple aggregate minimum amount of $5,000,00010,000,000 and integral multiples of $1,000,000 in excess thereof (or such lesser aggregate minimum amount as the Agent and the Borrower may agree); provided, that after giving effect to any such increase pursuant to this Section, the aggregate outstanding principal amount of the Loans may not exceed $250,000,000. Any such increase shall be effected either by an existing Lender increasing the principal amount of its Loan or by a Person becoming a Lender hereunder and making a Loan to the Borrower. No existing Lender shall be required to increase the amount of its Loan hereunder and any Person becoming a Lender under this Agreement in connection with any such requested increase must be an Eligible AssigneeAssignee unless the Agent and the Borrower otherwise agree. No increase in the aggregate outstanding principal amount of the Loans may be effected under this Section if (x) if a Default or Event of Default shall be in existence on the effective date of such increase or increase, (y) if any representation or warranty made or deemed made by the Borrower or any other Loan 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 to the extent that such representation or warranties which warranty expressly relate 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 ▇▇▇▇▇ Fargo is $50,000,000 or less. In connection with any increase in the aggregate amount of the Loans pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing the amount of its Loan, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Loan within 2 Business Days of the effectiveness of the applicable increase.

Additional Term Loans. With the prior consent of the Agent (which consent shall not be unreasonably withheld), the The Borrower shall have the right right, at any time and from time to time, to request a one-time increase in the aggregate amount making of the additional Loans (“Additional Loans”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Such increase in the aggregate amount of the Loans must be in an integral multiple of $5,000,000; provided, however, that after giving effect to the making of any such increase pursuant to this Section, Additional Loans the aggregate outstanding principal amount of the Loans may shall not exceed $250,000,000500,000,000 minus the amount of any optional prepayments of the Loans pursuant to Section 2.8. Any Additional Loans shall be on the same terms and conditions of this Agreement that are applicable to all other Loans. Each such request to make Additional Loans must be in a minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. If the request is approved by the Administrative Agent, the Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the Additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders; provided that any such other banks, financial institutions and other institutional lenders and the amounts of the respective increases and the allocations of such Additional Loans, as the case may be, shall be effected either by an existing Lender increasing the principal amount of its Loan or by a Person becoming a Lender hereunder and making a Loan reasonably acceptable to the Borrower. No existing Lender shall be required obligated in any way whatsoever to increase the amount of its Loan hereunder make Additional Loans, and any Person new Lender becoming a Lender under party to this Agreement in connection with any such requested increase Additional Loans must be an Eligible Assignee. No increase in In connection with the aggregate outstanding principal amount making of the any Additional Loans may be effected under this Section if Section, (I) the Borrower shall certify to any Person to become a Lender or any Lender making Additional Loans that (x) a no Default or Event of Default shall be is in existence on the effective date of such increase or and (y) any representation or warranty the representations and warranties made or deemed made by the Borrower or any and each other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) are true or and correct on the effective date of such increase (except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case whether such representations and warranties are true and correct on and as of such earlier date)) and except for changes in factual circumstances not prohibited hereunder, and (II) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies (certified by the Secretary or Assistant Secretary of the Borrower) of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Additional Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders providing Additional Loans, in the amount of each such ▇▇▇▇▇▇’s Loans at the time of the effectiveness of the making of any Additional Loans. In connection with the making of any increase in the aggregate amount of the Additional Loans pursuant to this subsection, (a) Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing the amount of its Loan, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Loan within 2 Business Days of the effectiveness of the applicable increaserequest.

Additional Term Loans. With the prior consent of the Agent (which consent shall not be unreasonably withheld), the The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Maturity Date to request a one-time increase in the aggregate amount establishment of one or more term loan commitments (the Loans “Additional Term Loan Commitments”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Such increase in ; provided, however, that the aggregate amount of the Loans all Additional Term Loan Commitments shall not exceed $200,000,000. Each requested Additional Term Loan Commitment must be in an integral multiple aggregate minimum amount of $5,000,000; provided25,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, that after giving effect to in consultation with the Borrower, shall manage all aspects of the syndication of any such increase pursuant Additional Term Loan Commitments and the allocations thereof, including decisions as to this Section, the aggregate outstanding principal amount selection of the Loans may not exceed $250,000,000. Any Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase shall be effected either by an Additional Term Loan Commitments among such existing Lender increasing the principal amount of its Loan or by a Person becoming a Lender hereunder Lenders and/or other banks, financial institutions and making a Loan to the Borrowerother institutional lenders. No existing Lender shall be required obligated in any way whatsoever to increase the amount of its provide an Additional Term Loan hereunder Commitment, and any Person new Lender becoming a Lender under party to this Agreement in connection with any such requested increase must be an Eligible Assignee. No increase in the aggregate outstanding principal amount of the Loans may be effected Effecting an Additional Term Loan Commitment under this Section if is subject to the following conditions precedent: (x) a no Default or Event of Default shall be in existence on the effective date of such increase or Additional Term Loan Commitment, (y) any representation or warranty the representations and warranties made or deemed made by the Parent, the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) shall be true or and correct on the effective date of such increase (Additional Term Loan Commitment except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall 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 Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such Additional Term Loan 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 Loan Commitments; (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new or existing Lenders providing an Additional Term Loan Commitment executed by the Borrower, payable to such Additional Term Lender. In connection with providing any increase in the aggregate amount of the Loans pursuant to this subsectionAdditional Term Loan Commitment, (a) any new Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request request. On the effective date of any Additional Term Loan Commitment, subject to the satisfaction of the terms and conditions herein, (x) each Lender providing an Additional Term Loan Commitment (each, an “Additional Term Loan Lender”) shall make a loan to the Borrower (an “Additional Term Loan”) in an amount equal to its Additional Term Loan Commitment, (y) each Additional Term Loan Lender shall become a Lender hereunder with respect to the Additional Term Loan Commitment and (bz) the Borrower each Additional Term Loan shall make appropriate arrangements so that each new Lender, and any existing Lender increasing the amount of its Loan, receives become a new or replacement Note, as appropriate, in the amount of such Lender’s Loan within 2 Business Days of the effectiveness of the applicable increasehereunder.

Additional Term Loans. With the prior consent of the Agent (which consent shall not be unreasonably withheld), the a) The Borrower shall have the right at any time and from time to time during the period beginning on the Closing Date to but excluding the date that is six (6) months prior to the Maturity Date to request a one-time increase in the aggregate amount of the additional Term Loans by providing written notice to the Agent, which notice shall be irrevocable once given. Such increase in the aggregate amount of the Loans must be in Administrative Agent (an integral multiple of $5,000,000“Increase Request”); provided, however, that after giving effect to any such increases, the aggregate amount of the Term Loans shall not exceed $75,000,000. Each such Increase Request must be an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Term Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase in the Term Loans and the allocations of the 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 in the Term Loans and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Term Loans made pursuant to this SectionSection shall be 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 of, the aggregate Term Loans outstanding principal amount of hereunder at the time such additional Term Loans may not exceed $250,000,000are made. Any such increase No Lender shall be effected either by an existing Lender increasing obligated in any way whatsoever to increase the principal amount of its Term Loans or provide a new Term Loan or by a Person and any new Lender becoming a Lender hereunder and making a Loan party to the Borrower. No existing Lender shall be required to increase the amount of its Loan hereunder and any Person becoming a Lender under this Agreement in connection with any such requested increase must be an Eligible Assignee. No . (b) Effecting the increase in the aggregate outstanding principal amount of the Term Loans may be effected under this Section if is subject to the following conditions precedent: (x) a Default or Event of no Default shall be in existence on the effective date of such increase or would result from such proposed increase or from the application of the proceeds thereof, (y) any representation or warranty made or deemed made by the representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Party Document, or which are contained in any Loan Document to which document furnished at any such Loan Party is a party is not (time under or would not be) in connection herewith or therewith, shall be true or and correct in all material respects on and as of the effective date of such increase (increase, except for to the extent that such representations or and warranties which expressly relate solely specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of the Borrower or Guarantor, as applicable, of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Required Lenders, in form and content similar to the opinion provided to the Administrative Agent and the Lenders pursuant to Section 5.01(a)(v) or such other form acceptable to the Administrative Agent, and (iii) to the extent requested, new Term Notes executed by the Borrower, payable to any new Lenders and replacement Term Notes executed by the Borrower, payable to any existing Lenders increasing the amount of the principal amount of their Term Loans. Any Lender receiving such a replacement Term Note shall promptly return to the Borrower the Term Note that was replaced. In connection with any increase in the aggregate amount of the additional Term Loans made pursuant to this subsectionSection 2.16, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request and (b) the request. The Borrower shall make appropriate arrangements so that each new Lenderpay such fees to the Administrative Agent, for its own account and any existing Lender increasing for the amount benefit of its Loan, receives a new or replacement Note, the Lenders providing such additional Term Loans as appropriate, in determined at the amount time of such Lender’s Loan within 2 Business Days of the effectiveness of the applicable increase. (c) This Section shall supersede any provisions in Section 2.14 or 11.01(a) to the contrary.

Additional Term Loans. With (a) Subject to the prior consent of terms and conditions set forth herein and in the Agent (which consent shall Amended and Restated Credit Agreement, and relying upon the representations and warranties set forth herein and in the other Loan Documents, each Additional Lender agrees, severally and not be unreasonably withheld)jointly, to make an Additional Term Loan to the Borrower shall have on the right at any time to request Restatement Date in a one-time increase in the aggregate amount of the Loans by providing written notice to the Agent, which notice shall be irrevocable once given. Such increase in the aggregate amount of the Loans must be in an integral multiple of $5,000,000; provided, that after giving effect to any such increase pursuant to this Section, the aggregate outstanding principal amount not to exceed its Additional Term Loan Commitment. Amounts paid or prepaid in respect of the Additional Term Loans may not exceed $250,000,000. Any such increase be reborrowed. (b) Each Additional Lender shall be effected either by an existing Lender increasing fund the principal amount proceeds of its Loan or by a Person becoming a Lender hereunder and making a Loan Additional Term Loans to the Borrower. No existing Lender shall be required to increase Administrative Agent on the amount of its Loan hereunder and any Person becoming a Lender under this Agreement in connection with any such requested increase must be an Eligible Assignee. No increase Restatement Date, in the aggregate outstanding principal amount of the Loans may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made manner contemplated by the Borrower or any other Amended and Restated Credit Agreement (including Section 2.02 thereof). (c) The Additional Term Loan Party in any Loan Document Commitments shall automatically terminate upon the earlier to which any such Loan Party is a party is not (or would not be) true or correct on the effective date occur 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 subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request making of the Additional Term Loans on the Restatement Date and (b) 5:00 p.m., New York City time, on June 22, 2006. (d) The commitments of the Borrower Additional Lenders are several and no such Lender shall make appropriate arrangements so that each new Lender, and be responsible for any existing Lender increasing the amount of its Loan, receives a new or replacement Note, as appropriate, in the amount of other such Lender’s failure to make any Additional Term Loans. (e) Unless the context shall otherwise require, the terms “Term Loans” and “Loans” as used in the Amended and Restated Credit Agreement shall include the Additional Term Loans, and the term “Lenders” as used herein and in the Amended and Restated Credit Agreement shall include each person that has an Additional Term Loan within 2 Business Days of Commitment or that has made an Additional Term Loan (other than any such person that has ceased to be a party to the effectiveness of the applicable increaseAmended and Restated Credit Agreement pursuant to an Assignment and Acceptance).