Common use of Increase of Revolving Credit Commitments Clause in Contracts

Increase of Revolving Credit Commitments. Notwithstanding anything to the contrary contained in this Agreement, the Administrative Agent, the Borrower and one or more financial institutions (including any existing Lender) may from time to time enter into an amendment to this Agreement solely for the purpose of adding such financial institution as a Lender with a Revolving Credit Commitment under this Agreement (or, if such financial institution is already a Lender, increasing its Revolving Credit Commitment); provided that (a) after giving effect to such amendment, (i) the aggregate Revolving Credit Commitments of all of the Lenders (including any new Lender) will not exceed Two Hundred Twenty-Five Million Dollars ($225,000,000) and (ii) the sum of (A) the aggregate amount of increases in the Revolving Credit Commitments made pursuant to this Section 14.22 plus (B) the aggregate amount of Incremental Term Loans shall not exceed One Hundred Fifty Million Dollars ($150,000,000), (b) on the effective date of such amendment the outstanding Revolving Credit Loans will be deemed to be reallocated among the Lenders (including any new Lender) so that such Revolving Credit Loans are pro rata to the Revolving Credit Commitments of all of the Lenders after giving effect to such amendment, and the new Lender (or the existing Lender whose Commitment is being increased) will pay to the Administrative Agent for the account of the other Lenders such amount as is necessary to accomplish such result, (c) the Borrower shall simultaneously pay to each existing Lender any funding losses to be incurred by such lender in connection with the payment to be received by such Lender pursuant to clause (b) above, (d) on the effective date of such amendment such financial institution enters into a Lender Addendum accepted and agreed to by the Borrower and the Administrative Agent with respect to the such Revolving Credit Commitment (or increase in its Revolving Credit Commitment, as the case may be) and (e) no Lender shall be obligated to enter into any such amendment or increase its Revolving Credit Commitment. Any such amendment shall be in form and substance satisfactory to the Administrative Agent who shall promptly provide a copy thereof to each Lender.

Increase of Revolving Credit Commitments. Notwithstanding anything If at any time after the Closing Date, so long as no Default or Event of Default has occurred and is continuing, the Borrowers may, by notice to the contrary Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other financial institutions not then a party to this Agreement that are approved by the Administrative Agent (each, an “Additional Lender”) provide additional Revolving Credit Commitments; provided that the aggregate amount of such additional Revolving Credit Commitments made pursuant to this Section 2.10(c) shall not exceed $12,500,000. Upon receipt of such notice, Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or Additional Lenders to provide such additional Revolving Credit Commitments. Nothing contained in this Section 2.01(c) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Revolving Credit Commitments. If and to the extent that any Lenders and/or Additional Lenders agree, in their sole discretion, to provide any such additional Revolving Credit Commitments, (1) any Additional Lender shall execute a counterpart signature page to this agreement and deliver originally executed copies of such signature page to the Company and Administrative Agent, (2) the Borrower and one or more financial institutions (including any existing Lender) may from time to time enter into an amendment to this Agreement solely for the purpose of adding such financial institution as a Lender with a Revolving Credit Commitment under this Agreement (or, if such financial institution is already a Lender, increasing its amount shall be increased by the amount of additional Revolving Credit Commitment); provided that (a) after giving effect Commitments agreed to such amendmentbe so provided, (i3) the aggregate pro rata shares of the respective Lenders in respect of the Revolving Credit Commitments shall be proportionally adjusted, (4) at such time and in such manner as the Borrowers and the Administrative Agent shall agree (it being understood that the Borrowers and Administrative Agent will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBOR Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall be deemed to have assigned and assumed outstanding Revolving Loans and participations in outstanding Letters of Credit held by each Lender to conform to the respective percentages of the applicable Revolving Credit Commitments of all the Lenders, (5) the Borrowers shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as Agent may reasonably request, which amendments or modifications, notwithstanding Section 10.01, shall require only the consent of the Lenders (including Administrative Agent and the Borrowers and not the consent of any new Lender) will not exceed Two Hundred Twenty-Five Million Dollars ($225,000,000) , and (ii6) the sum of (A) the aggregate amount of increases in the Revolving Credit Commitments made pursuant to this Section 14.22 plus (B2.01(c) shall be permitted indebtedness under the aggregate amount of Incremental Term Loans Sub Debt Documents and shall not exceed One Hundred Fifty Million Dollars ($150,000,000), (b) on the effective date of such amendment the outstanding Revolving Credit Loans will be deemed to be reallocated among the Lenders (including any new Lender) so that such Revolving Credit Loans are pro rata constitute “Senior Indebtedness” or similar term relating to the Revolving Credit Commitments of Obligations (as defined in the Sub Debt Documents) and all such Obligations shall be entitled to the benefits of the Lenders after giving effect to such amendment, and the new Lender (or the existing Lender whose Commitment is being increased) will pay to the Administrative Agent for the account of the other Lenders such amount as is necessary to accomplish such result, (c) the Borrower shall simultaneously pay to each existing Lender any funding losses to be incurred by such lender in connection with the payment to be received by such Lender pursuant to clause (b) above, (d) on the effective date of such amendment such financial institution enters into a Lender Addendum accepted and agreed to subordination created by the Borrower and the Administrative Agent with respect to the such Revolving Credit Commitment (or increase in its Revolving Credit Commitment, as the case may be) and (e) no Lender shall be obligated to enter into any such amendment or increase its Revolving Credit Commitment. Any such amendment shall be in form and substance satisfactory to the Administrative Agent who shall promptly provide a copy thereof to each LenderSub Debt Documents.

Increase of Revolving Credit Commitments. Notwithstanding anything If at any time after the Closing Date, and so long as no Event of Default or Potential Default has occurred and is continuing, the Borrower desires to increase the contrary contained in this AgreementRevolving Credit Commitments, the Borrower shall notify the Administrative Agent, the Borrower and one or more financial institutions (including any existing Lender) may from time to time enter into an amendment to this Agreement solely for the purpose of adding such financial institution as a Lender with a Revolving Credit Commitment under this Agreement (orwho will promptly notify each Bank thereof, if such financial institution is already a Lender, increasing its Revolving Credit Commitment); provided that any such increase shall be in a minimum amount of Twenty Five Million and 00/100 Dollars (a$25,000,000.00) after giving effect to such amendment, (i) and the aggregate Revolving Credit Commitments of all such increases shall not exceed Seventy-Five Million and 00/100 Dollars ($75,000,000.00), without the prior consent of all of the Lenders Banks. The existing Banks shall have the right at any time within thirty (including any new Lender30) will not exceed Two Hundred Twenty-Five Million Dollars ($225,000,000) and (ii) the sum of (A) the aggregate amount of increases in the days following such notice to increase their respective Revolving Credit Commitments made pursuant so as to this Section 14.22 plus (B) provide such additional Revolving Credit Commitment pro-rata in accordance with the aggregate amount Ratable Share of Incremental Term Loans shall not exceed One Hundred Fifty Million Dollars ($150,000,000)each, (b) on the effective date and any portion of such amendment requested increase which is not provided by any such existing Bank shall be available to the outstanding other existing Banks; provided, that if more than one existing Bank desires to increase its Revolving Credit Loans will be deemed to be reallocated among Commitment in respect of the Lenders (including any new Lender) so that portion not provided by an existing Bank, such Revolving Credit Loans are pro rata to participating Banks shall provide such portion of the additional Revolving Credit Commitments of all of on a pro rata basis in accordance with the Lenders after giving effect proportion that their respective Ratable Share bears to such amendmenteach other, and thereafter, to the new Lender (extent not provided by existing Banks, to any additional lending institution or institutions proposed by the existing Lender whose Commitment Borrower and which is being increased) will pay approved by the Administrative Agent and which becomes a party to this Agreement pursuant to documentation reasonably acceptable to the Administrative Agent for and prepared at the account of the other Lenders such amount as is necessary to accomplish such resultBorrower's expense, (c) the Borrower shall simultaneously pay to each existing Lender any funding losses to which documentation may be incurred by such lender in connection with the payment to be received by such Lender pursuant to clause (b) above, (d) on the effective date of such amendment such financial institution enters into a Lender Addendum accepted and agreed to executed by the Borrower and the Administrative Agent with respect (as agent for the Banks) without further consent or action of the Banks, such consent hereby deemed to the such Revolving Credit Commitment (or increase in its Revolving Credit Commitment, as the case may be) and (e) no Lender shall be obligated to enter into any such amendment or increase its Revolving Credit Commitment. Any such amendment shall be in form and substance satisfactory irrevocably given to the Administrative Agent who by the Banks; provided, however, that the Borrower shall promptly provide a copy thereof have the right to each Lenderhave all of such increase provided by such approved additional lending institution or institutions if all the existing Banks decline to increase their Revolving Credit Commitments to accommodate any such requested increase. In the event of any such increase in the aggregate Revolving Credit Commitments and in the Revolving Credit Commitment of any Bank effected pursuant to the terms of this Section 2.10, new Notes shall, to the extent deemed reasonably necessary or appropriate by the Administrative Agent, be executed and delivered by the Borrower and, to the extent deemed appropriate by the Administrative Agent, the surrender and cancellation of existing Note(s); and the Borrower shall execute and deliver such additional documentation setting forth the new Revolving Credit Commitments and Ratable Shares as the Administrative Agent shall reasonably request (which documentation may be executed by the Borrower and the Administrative Agent (as agent for the Banks) without further consent or action of the Banks, such consent herein is deemed to be irrevocably given to the Administrative Agent by the Banks).

Increase of Revolving Credit Commitments. Notwithstanding anything to If at any time after the contrary contained in this AgreementClosing Date, the Administrative Agentand so long as no Event of Default or Potential Default has occurred and is continuing, the Borrower desires to increase the Revolving Credit Commitments, the Borrower shall notify the Agent, who will promptly notify each Bank thereof, provided that any such increase shall be in a minimum of Ten Million and 00/100 Dollars ($10,000,000.00) and the aggregate of all such increases shall not exceed Fifty Million and 00/100 Dollars ($50,000,000.00). The existing Banks shall have the right at any time within thirty (30) days following such notice to increase their respective Revolving Credit Commitments so as to provide such additional Revolving Credit Commitment pro-rata in accordance with the Ratable Share of each, and any portion of such requested increase which is not provided by any such existing Bank shall be available to the other existing Banks; provided, that if more than one existing Bank desires to increase its Revolving Credit Commitment in respect of the portion not provided by an existing Bank, such participating Banks shall provide such portion of the additional Revolving Credit Commitments on a pro rata basis in accordance with the proportion that their respective Ratable Share bears to each other, and thereafter, to the extent not provided by existing Banks, to any additional lending institution or more financial institutions proposed by the Borrower and which is approved by the Agent (including any existing Lenderwhich approval will not be unreasonably withheld) may from time to time enter into an amendment and which becomes a party to this Agreement solely pursuant to documentation reasonably acceptable to the Agent and prepared at the Borrower's expense, which documentation may be executed by the Borrower and the Agent (as agent for the purpose Banks) without further consent or action of adding the Banks, such financial consent hereby deemed to be irrevocably given to the Agent by the Banks; provided, however, that the Borrower shall have the right to have all of such increase provided by such approved additional lending institution as a Lender with a or institutions if all the existing Banks decline to increase their Revolving Credit Commitment under this Agreement (or, if Commitments to accommodate any such financial institution is already a Lender, increasing its Revolving Credit Commitment); provided that (a) after giving effect to requested increase. In the event of any such amendment, (i) increase in the aggregate Revolving Credit Commitments of all of the Lenders (including any new Lender) will not exceed Two Hundred Twenty-Five Million Dollars ($225,000,000) and (ii) the sum of (A) the aggregate amount of increases in the Revolving Credit Commitments made Commitment of any Bank effected pursuant to the terms of this Section 14.22 plus (B) the aggregate amount of Incremental Term Loans shall not exceed One Hundred Fifty Million Dollars ($150,000,000)2.10, (b) on the effective date of such amendment the outstanding Revolving Credit Loans will be deemed to be reallocated among the Lenders (including any new Lender) so that such Revolving Credit Loans are pro rata Notes shall, to the extent deemed reasonably necessary or appropriate by the Agent, be executed and delivered by the Borrower and, to the extent deemed appropriate by the Agent, the surrender and cancellation of existing Note(s); and the Borrower shall execute and deliver such additional documentation setting forth the new Revolving Credit Commitments of all of and Ratable Shares as the Lenders after giving effect to such amendment, and the new Lender Agent shall reasonably request (or the existing Lender whose Commitment is being increased) will pay to the Administrative Agent for the account of the other Lenders such amount as is necessary to accomplish such result, (c) the Borrower shall simultaneously pay to each existing Lender any funding losses to which documentation may be incurred by such lender in connection with the payment to be received by such Lender pursuant to clause (b) above, (d) on the effective date of such amendment such financial institution enters into a Lender Addendum accepted and agreed to executed by the Borrower and the Administrative Agent with respect (as agent for the Banks) without further consent or action of the Banks, such consent herein is deemed to be irrevocably given to the such Revolving Credit Commitment (or increase in its Revolving Credit Commitment, as Agent by the case may be) and (e) no Lender shall be obligated to enter into any such amendment or increase its Revolving Credit Commitment. Any such amendment shall be in form and substance satisfactory to the Administrative Agent who shall promptly provide a copy thereof to each LenderBanks).

Increase of Revolving Credit Commitments. Notwithstanding anything to the contrary contained in this Agreement, the Administrative Agent, the Borrower and one or more financial institutions (including any existing Lender) may from time to time enter into an amendment to this Agreement solely for the purpose of adding such financial institution as a Lender with a Revolving Credit Commitment under this Agreement (or, if such financial institution is already a Lender, increasing its Revolving Credit Commitment); provided that (a) If, prior to and after giving effect to such amendmentany increase in the Revolving Credit Commitments pursuant to this Section 2.20, (i) no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, Borrower may at any time and from time to time, request an increase of the aggregate Revolving Credit Commitments of all by notice to the Administrative Agent in writing of the Lenders amount of such proposed increase (including any new Lendersuch notice, a “Commitment Increase Notice”); provided, however, that (i) will not exceed Two Hundred Twenty-Five Million Dollars (each such increase shall be at least $225,000,000) and 10,000,000, (ii) the sum of (A) the aggregate amount of increases cumulative increase in the Revolving Credit Commitments made pursuant to this Section 14.22 plus (B) the aggregate amount of Incremental Term Loans 2.20 shall not exceed One Hundred Fifty Million Dollars ($150,000,000)200,000,000, (biii) on the effective date sum of such amendment the outstanding Revolving Credit Loans will be deemed to be reallocated among the Lenders (including any new Lender) so that such Revolving Credit Loans are pro rata to the Revolving Credit Commitments of all Lenders under this Agreement shall not exceed $500,000,000, (iv) the Revolving Credit Commitment of any Lender may not be increased without such Lender’s consent, and (v) the Lenders Market Value is equal to or greater than four (4) times the Threshold Value (calculated at the time of, and after giving effect to to, such amendmentincrease). If the conditions in clauses (i) through (v) above have been satisfied, and the new Lender (or Borrower may, in its sole discretion, but with the existing Lender whose Commitment is being increased) will pay to consent of the Administrative Agent for as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the account opportunity to participate in all or a portion of the other Lenders such amount as is necessary increased Revolving Credit Commitments pursuant to accomplish such result, paragraph (c) below by notifying the Administrative Agent. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrower shall simultaneously pay of its desire to each offer increased Revolving Credit Commitments to certain existing Lender any funding losses Lenders, to be incurred the additional banks or to financial institutions identified therein or such additional banks or financial institutions identified by such lender in connection with the payment to be received by such Lender pursuant to clause (b) above, (d) on the effective date of such amendment such financial institution enters into a Lender Addendum accepted and agreed to by the Borrower and the Administrative Agent with respect to and approved by the such Revolving Credit Commitment (or increase in its Revolving Credit CommitmentBorrower, as the case may be) and (e) no Lender shall be obligated to enter into any such amendment or increase its Revolving Credit Commitment. Any such amendment shall be in form and substance satisfactory to the Administrative Agent who shall promptly provide notify such proposed lenders of the opportunity to participate in all or a copy thereof to each Lenderportion of such unsubscribed portion of the increased Revolving Credit Commitments.

Increase of Revolving Credit Commitments. Notwithstanding anything to the contrary contained in this AgreementOn or before December 14, the Administrative Agent2002, if no Event of Default then exists, the Borrower and shall have the right, without the consent of the Banks, to increase the aggregate amount of the Revolving Credit Commitments by adding to this Agreement one or more financial institutions lenders that are Eligible Assignees (including any existing Lender) may from time who shall, upon completion of the requirements stated in this Section 2.13 constitute Banks hereunder), or by allowing one or more Banks to time enter into an amendment to this Agreement solely for the purpose of adding such financial institution as a Lender with a increase their Revolving Credit Commitment under this Agreement (orCommitments hereunder, if such financial institution is already a Lender, increasing its Revolving Credit Commitment); provided that (a) after giving effect to such amendment, (i) the aggregate sum of the current Revolving Credit Commitments of all of the Lenders (including any new Lender) will not exceed Two Hundred Twenty-Five Million Dollars ($225,000,000) and (ii) the sum of (A) the aggregate amount of increases in the plus such added Revolving Credit Commitments made pursuant to this Section 14.22 plus (B) the aggregate amount of Incremental Term Loans any increases in current Revolving Credit Commitments shall not exceed One Hundred Fifty Million Dollars (be greater than $150,000,000)110,000,000, (b) on no Bank's Revolving Credit Commitment shall be increased without the effective date consent of such amendment the outstanding Revolving Credit Loans will be deemed to be reallocated among the Lenders (including any new Lender) so that such Revolving Credit Loans are pro rata to the Revolving Credit Commitments of all of the Lenders after giving effect to such amendment, and the new Lender (or the existing Lender whose Commitment is being increased) will pay to the Administrative Agent for the account of the other Lenders such amount as is necessary to accomplish such resultBank, (c) the Borrower no Person shall simultaneously pay be added to each existing Lender any funding losses to be incurred by such lender in connection with the payment to be received by such Lender pursuant to clause (b) abovethis Agreement without its consent, and (d) on the effective date of any such amendment such financial institution enters into a Lender Addendum accepted increase or addition, there shall either be no Revolving Credit Loans outstanding or arrangements satisfactory to the Agent have been made to prepay all outstanding Revolving Credit Loans, together with accrued interest thereon and agreed any amounts payable pursuant to Section 2.6. Any prepayment made by the Borrower and in accordance with the Administrative Agent preceding subparagraph (d) of this Section 2.12 may be made with respect the proceeds of an Advance made by all the Banks in connection with an increase in the Revolving Credit Commitments pursuant to this Section 2.12. There shall be no fee paid to any Bank not increasing its commitment in connection with an increase in the such Revolving Credit Commitment (or increase in its Revolving Credit Commitment, as the case may be) and (e) no Lender shall be obligated to enter into any such amendment or increase its Revolving Credit Commitment. Any such amendment shall be in form and substance satisfactory to the Administrative Agent who shall promptly provide a copy thereof to each Lender.under this

Increase of Revolving Credit Commitments. Notwithstanding anything to the contrary contained in this Agreement, the Administrative Agent, the Borrower and one or more financial institutions (including any existing Lender) may from time to time enter into an amendment to this Agreement solely for the purpose of adding such financial institution as a Lender with a Revolving Credit Commitment under this Agreement (or, if such financial institution is already a Lender, increasing its Revolving Credit Commitment); provided that (a) after giving effect to such amendment, (i) the aggregate Revolving Credit Commitments of all of the Lenders (including any new Lender) will not exceed Two One Hundred TwentySeventy-Five Million Dollars ($225,000,000175,000,000) and (ii) the sum of (A) the aggregate amount of increases in the Revolving Credit Commitments made pursuant to this Section 14.22 14.23 plus (B) the aggregate amount of Incremental Term Loans shall not exceed One Hundred Fifty Seventy-Five Million Dollars ($150,000,00075,000,000), (b) on the effective date of such amendment the outstanding Revolving Credit Loans will be deemed to be reallocated among the Lenders (including any new Lender) so that such Revolving Credit Loans are pro rata to the Revolving Credit Commitments of all of the Lenders after giving effect to such amendment, and the new Lender (or the existing Lender whose Commitment is being increased) will pay to the Administrative Agent for the account of the other Lenders such amount as is necessary to accomplish such result, (c) the Borrower shall simultaneously pay to each existing Lender any funding losses to be incurred by such lender in connection with the payment to be received by such Lender pursuant to clause (b) above, (d) on the effective date of such amendment such financial institution enters into a Lender Addendum accepted and agreed to by the Borrower and the Administrative Agent with respect to the such Revolving Credit Commitment (or increase in its Revolving Credit Commitment, as the case may be) and (e) no Lender shall be obligated to enter into any such amendment or increase its Revolving Credit Commitment. Any such amendment shall be in form and substance satisfactory to the Administrative Agent who shall promptly provide a copy thereof to each Lender.

Increase of Revolving Credit Commitments. Notwithstanding anything If at any time after the Closing Date, and so long as no Event of Default or Potential Default has occurred and is continuing, the Borrower desires to increase the contrary contained in this AgreementRevolving Credit Commitments, the Borrower shall notify the Administrative Agent, the Borrower and one or more financial institutions (including any existing Lender) may from time to time enter into an amendment to this Agreement solely for the purpose of adding such financial institution as a Lender with a Revolving Credit Commitment under this Agreement (orwho will promptly notify each Bank thereof, if such financial institution is already a Lender, increasing its Revolving Credit Commitment); provided that (a) after giving effect to any such amendment, (i) the aggregate Revolving Credit Commitments increase shall be in a minimum amount of all of the Lenders (including any new Lender) will not exceed Two Hundred Twenty-Twenty Five Million and 00/100 Dollars ($225,000,00025,000,000.00) and (ii) the sum of (A) the aggregate amount of all such increases in the Revolving Credit Commitments made pursuant to this Section 14.22 plus (B) the aggregate amount of Incremental Term Loans shall not exceed One Hundred Fifty Million and 00/100 Dollars ($150,000,000100,000,000.00), (b) on without the effective date of such amendment the outstanding Revolving Credit Loans will be deemed to be reallocated among the Lenders (including any new Lender) so that such Revolving Credit Loans are pro rata to the Revolving Credit Commitments prior consent of all of the Lenders after giving effect Banks. The existing Banks shall have the right at any time within thirty (30) days following such notice to increase their respective Revolving Credit Commitments so as to provide such amendmentadditional Revolving Credit Commitment pro-rata in accordance with the Ratable Share of each, and any portion of such requested increase which is not provided by any such existing Bank shall be available to the new Lender (other existing Banks; provided, that if more than one existing Bank desires to increase its Revolving Credit Commitment in respect of the portion not provided by an existing Bank, such participating Banks shall provide such portion of the additional Revolving Credit Commitments on a pro rata basis in accordance with the proportion that their respective Ratable Share bears to each other, and thereafter, to the extent not provided by existing Banks, to any additional lending institution or institutions proposed by the existing Lender whose Commitment Borrower and which is being increased) will pay approved by the Administrative Agent and which becomes a party to this Agreement pursuant to documentation reasonably acceptable to the Administrative Agent for and prepared at the account of the other Lenders such amount as is necessary to accomplish such resultBorrower's expense, (c) the Borrower shall simultaneously pay to each existing Lender any funding losses to which documentation may be incurred by such lender in connection with the payment to be received by such Lender pursuant to clause (b) above, (d) on the effective date of such amendment such financial institution enters into a Lender Addendum accepted and agreed to executed by the Borrower and the Administrative Agent with respect (as agent for the Banks) without further consent or action of the Banks, such consent hereby deemed to be irrevocably given to the Administrative Agent by the Banks; provided, however, that the Borrower shall have the right to have all of such increase provided by such approved additional lending institution or institutions if all the existing Banks decline to increase their Revolving Credit Commitment (or increase in its Revolving Credit Commitment, as the case may be) and (e) no Lender Commitments to accommodate any such requested increase. No current Bank shall be obligated to enter into any such amendment or increase its Revolving Credit Commitment. Any such amendment Commitment and any increase in the Revolving Credit Commitment by any current Bank shall be in form the sole discretion of such current Bank. In the event of any such increase in the aggregate Revolving Credit Commitments and substance satisfactory in the Revolving Credit Commitment of any Bank effected pursuant to the terms of this Section 2.11, new Notes shall, to the extent deemed reasonably necessary or appropriate by the Administrative Agent, be executed and delivered by the Borrower and, to the extent deemed appropriate by the Administrative Agent, the surrender and cancellation of existing Note(s); and the Borrower shall execute and deliver such additional documentation setting forth the new Revolving Credit Commitments and Ratable Shares as the Administrative Agent shall reasonably request (which documentation may be executed by the Borrower and the Administrative Agent (as agent for the Banks) without further consent or action of the Banks, such consent herein is deemed to be irrevocably given to the Administrative Agent who shall promptly provide a copy thereof to each Lenderby the Banks).

Increase of Revolving Credit Commitments. Notwithstanding anything to the contrary contained in this Agreement, the Administrative Agent, the Borrower and one or more financial institutions (including any existing Lender) may from time to time enter into an amendment to this Agreement solely for the purpose of adding such financial institution as a Lender with a Revolving Credit Commitment under this Agreement (or, if such financial institution is already a Lender, increasing its Revolving Credit Commitment); provided that (a) If, prior to and after giving effect to such amendmentany increase in the Revolving Credit Commitments pursuant to this Section 2.20, (i) no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, Borrower may at any time and from time to time, request an increase of the aggregate Revolving Credit Commitments of all by notice to the Administrative Agent in writing of the Lenders amount of such proposed increase (including any new Lendersuch notice, a “Commitment Increase Notice”); provided, however, that (i) will not exceed Two Hundred Twenty-Five Million Dollars (each such increase shall be at least $225,000,000) and 10,000,000, (ii) the sum of (A) the aggregate amount of increases cumulative increase in the Revolving Credit Commitments made pursuant to this Section 14.22 plus (B) the aggregate amount of Incremental Term Loans 2.20 shall not exceed One Hundred Fifty Million Dollars ($150,000,000)200,000,000, (biii) on the effective date sum of such amendment the outstanding Revolving Credit Loans will be deemed to be reallocated among the Lenders (including any new Lender) so that such Revolving Credit Loans are pro rata to the Revolving Credit Commitments of all Lenders under this Agreement shall not exceed $500,000,000, (iv) the Revolving Credit Commitment of any Lender may not be increased without such Lender’s consent, which consent may be withheld in such Lender’s sole and absolute discretion, and (v) the Lenders Market Value is equal to or greater than four (4) times the Threshold Value (calculated at the time of, and after giving effect to to, such amendmentincrease). If the conditions in clauses (i) through (v) above have been satisfied, and the new Lender (or Borrower may, in its sole discretion, but with the existing Lender whose Commitment is being increased) will pay to consent of the Administrative Agent for as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the account opportunity to participate in all or a portion of the other Lenders such amount as is necessary increased Revolving Credit Commitments pursuant to accomplish such result, paragraph (c) below by notifying the Administrative Agent. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrower shall simultaneously pay of its desire to each offer increased Revolving Credit Commitments to certain existing Lender any funding losses Lenders, to be incurred the additional banks or to financial institutions identified therein or such additional banks or financial institutions identified by such lender in connection with the payment to be received by such Lender pursuant to clause (b) above, (d) on the effective date of such amendment such financial institution enters into a Lender Addendum accepted and agreed to by the Borrower and the Administrative Agent with respect to and approved by the such Revolving Credit Commitment (or increase in its Revolving Credit CommitmentBorrower, as the case may be) and (e) no Lender shall be obligated to enter into any such amendment or increase its Revolving Credit Commitment. Any such amendment shall be in form and substance satisfactory to the Administrative Agent who shall promptly provide notify such proposed lenders of the opportunity to participate in all or a copy thereof to each Lenderportion of such unsubscribed portion of the increased Revolving Credit Commitments.