Increased Amounts. Company may by written notice to Lead ----------------- Arranger, Administrative Agent and Lenders elect to request that one or more Lenders or other persons that are Eligible Assignees provide additional Tranche B Term Loan Commitments ("Additional Tranche B Term Loan Commitments"), by an amount not in excess of $25,000,000 in the aggregate and not less than $5,000,000 individually and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an "Increased Amount Date") on which Company proposes that any Additional Tranche B Term Loan Commitments shall be effective and that Tranche B Term Loans provided pursuant thereto (collectively, "Additional Tranche B Term Loans") shall be made, and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an "Additional Tranche B Term Loan Lender") to whom Company proposes any portion of such Additional Tranche B Term Loan Commitments be allocated and the amounts of such allocations; provided (x) any Lender may decline, in its sole discretion, to -------- provide an Additional Tranche B Term Loan Commitment and (y) Lead Arranger shall be given the first opportunity to (but shall not be obligated to) arrange any such proposed Additional Tranche B Term Loan Commitment on terms and conditions to be agreed between the Lead Arranger and Company. Such Additional Tranche B Term Loan Commitments shall become effective and the related Additional Tranche B Term Loans shall be made, as of such Increased Amount Date; provided (1) no -------- Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to the making of such Additional Tranche B Term Loan and, after giving effect to the making of such Additional Tranche B Term Loans, Company shall be in compliance, on a Pro Forma Basis, with the requirements of subsection 7.6D as of the last day of the fiscal quarter most recently ended; (2) both before and after giving effect to the making of such Additional Tranche B Term Loans, each of the conditions set forth in subsection 4.3 shall be satisfied; (3) each Additional Tranche B Term Loan Commitment and Additional Tranche B Term Loan shall be effected pursuant to one or more joinder agreements, in each case in form and substance reasonably satisfactory to Lead Arranger and Administrative Agent, and recorded in the Register; and (4) Company shall deliver, or cause to be delivered, Tranche B Term Notes for each of the Additional Tranche B Term Loan Lenders making Additional Tranche B Term Loans, together with any legal opinions or other documents reasonably requested by Lead Arranger or Administrative Agent in connection with any such transaction. On each Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each Additional Tranche B Term Loan Lender shall make an Additional Tranche B Term Loan to Company in an amount equal to its Additional Tranche B Term Loan Commitment, (ii) each Additional Tranche B Term Loan so made shall be deemed a Tranche B Term Loan hereunder, and (iii) each Additional Tranche B Term Loan Lender shall become a Lender hereunder with respect thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of Company's notice of each Increased Amount Date and the related Additional Tranche B Term Loan Commitments and the terms thereof. Notwithstanding anything contained herein to the contrary, the Applicable Base Rate Margins and Applicable Eurodollar Rate Margins applicable to any Additional Tranche B Term Loan shall be determined by Company and the Additional Tranche B Term Loan Lenders."
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Increased Amounts. Company may by written notice to Lead ----------------- Arranger, Administrative Agent and Lenders Agents elect to request that one or more Lenders or other persons that are Eligible Assignees provide additional Tranche B ----------------- increase the Revolving Commitments and/or the aggregate Term Loan Commitments (any such increase, "Additional Tranche B New Revolving Loan Commitments" or the "New Term Loan Commitments"," as applicable), by an amount not in excess of $25,000,000 100,000,000 in the aggregate and not less than $5,000,000 50,000,000 individually and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an "Increased Amount Date") on which Company proposes that any Additional Tranche B the New Revolving Loan Commitments or that the New Term Loan Commitments Commitments, as applicable. shall be effective and that Tranche B Term Loans provided made pursuant thereto to the New Term Loan Commitments (collectively, "Additional Tranche B New Term Loans") shall be made, as applicable, which shall be made not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an a "Additional Tranche B New Revolving Lender" or a "New Term Loan Lender", as applicable) to whom Company proposes any portion of such Additional Tranche B New Revolving Loan Commitments or New Term Loan Commitments Commitments, as applicable, be allocated and the amounts of such allocations; , provided (x) the New Revolving Loan Commitments or the New Term Loan Commitments, as applicable, shall be arranged and syndicated by Agents and Company shall pay to Agents such customary fees and expenses in connection with arranging, syndicating and providing the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, as may be necessary in the reasonable judgment of Agents, to achieve a successful syndication thereof and no portion of such fees shall be allocable to any persons other than Agents and those persons providing the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, (y) any Lender approached by Company may elect or decline, in its sole discretion, to -------- provide an Additional Tranche B a New Revolving Loan Commitment or a New Term Loan Commitment and (y) Lead Arranger shall be given the first opportunity to (but shall not be obligated to) arrange any such proposed Additional Tranche B Term Loan Commitment on terms and conditions to be agreed between the Lead Arranger and CompanyCommitment. Such Additional Tranche B New Revolving Loan Commitments or New Term Loan Commitments shall become effective and the related Additional Tranche B any such New Term Loans shall be made, as applicable, as of such Increased Amount Date; Date provided (1) no -------- Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to the making of such Additional Tranche B New Revolving Loan Commitments or New Term Loan andCommitments, after giving effect to the making of such Additional Tranche B Term Loans, Company shall be in compliance, on a Pro Forma Basis, with the requirements of subsection 7.6D as of the last day of the fiscal quarter most recently endedapplicable; (2) both before and after giving effect to the making of such Additional Tranche B any New Term Loans, Loans each of the conditions set forth in subsection 4.3 shall be satisfied; (3) each Additional Tranche B increase in Revolving Loan Commitments or New Term Loan Commitment and Additional Tranche B Term Loan Commitments, as applicable, shall be effected pursuant to one or more joinder agreements, in each case in form and substance reasonably satisfactory to Lead Arranger and Administrative Agent, and executed and delivered to Administrative Agent and recorded in the Register, each of which shall be subject to the requirements set forth in subsection 2.7B(iii)(a); and (4) Company shall deliver, or cause make any payments required pursuant to be delivered, Tranche B Term Notes for each subsection 2.6D; (5) Company shall have delivered to Lenders pro forma financial statements indicating that not less than 25% of the Additional Tranche B Term Loan Lenders making Additional Tranche B Term Loans, together with any legal opinions or other documents reasonably requested by Lead Arranger or Administrative Agent in connection with any such transaction. On each Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each Additional Tranche B Term Loan Lender shall make an Additional Tranche B Term Loan to Company in an amount equal to its Additional Tranche B Term Loan Commitment, (ii) each Additional Tranche B Term Loan so made shall be deemed a Tranche B Term Loan hereunder, and (iii) each Additional Tranche B Term Loan Lender shall become a Lender hereunder with respect thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of Company's notice of each Increased Amount Date and the related Additional Tranche B Term Revolving Loan Commitments and the terms thereof. Notwithstanding anything contained herein to the contrary, the Applicable Base Rate Margins and Applicable Eurodollar Rate Margins applicable (after giving effect to any Additional Tranche B Term increase thereto pursuant to this provision) will remain outstanding through the Revolving Loan shall be determined by Company and the Additional Tranche B Term Loan Lenders."Commitment Termination Date; and
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