Common use of Right to Increase Commitments Clause in Contracts

Right to Increase Commitments. Provided that there is not continuing any Event of Default or Potential Default, if the Borrowers wish to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrowers, shall notify the Administrative Agent thereof, provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000 and a maximum of $350,000,000. Each Bank shall have the right at any time within thirty (30) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such Bank's Ratable Share of the Revolving Credit Commitments and/or the Term Loan Commitments, as the case may be, and any portion of such requested increase which is not provided by any Bank shall be available to the other Banks, and thereafter, to the extent not provided by the Banks, to any additional bank (for purposes of this section, an "Additional Bank") proposed by TGI, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which becomes a party to this Agreement pursuant to Section 11.11. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.2, new Notes shall, to the extent necessary, be executed and delivered by the Borrowers in exchange for the surrender of the existing Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (i) each such Bank increasing its Revolving Credit Commitments (for purposes of this section, an "Increasing Bank"), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increase.

Right to Increase Commitments. Provided that (i) there is not continuing any Event of Default (other than any Aerostructures Filing Event of Default) or Potential Default (other than a Potential Default in respect of any Aerostructures Filing Event of Default) and (ii) the Covenant Restriction Period is not in effect, then if the Borrowers wish to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrowers, shall notify the Administrative Agent thereof, provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000 and a maximum of $350,000,000. Each Bank shall have the right at any time within thirty (30) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such Bank's ’s Ratable Share of the Revolving Credit Commitments and/or the Term Loan Commitments, as the case may be, and any portion of such requested increase which is not provided by any Bank shall be available to the other Banks, and thereafter, to the extent not provided by the Banks, to any additional bank (for purposes of this section, an "“Additional Bank"”) proposed by TGI, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which becomes a party to this Agreement pursuant to Section 11.11. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.2, new Notes shall, to the extent necessary, be executed and delivered by the Borrowers in exchange for the surrender of the existing Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (i) each such Bank increasing its Revolving Credit Commitments (for purposes of this section, an "“Increasing Bank"”), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increase.

Right to Increase Commitments. Provided that there is not continuing any no Event of Default or Potential Default, if the Borrowers wish Borrower wishes to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrowers, Borrower shall notify the Administrative Agent thereof, provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000 5,000,000 and a maximum the aggregate of all such increases in the Revolving Credit Commitments shall not exceed $350,000,000100,000,000 from and after the Closing Date. Each Bank Lender shall have the right at any time within thirty fifteen (3015) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such Bank's Lender’s Ratable Share of the Revolving Credit Commitments and/or the Term Loan Commitments, as the case may beShare, and any portion of such requested increase which that is not provided by any Bank shall Lender shall: (i) first be available to the other BanksLenders pro rata in accordance with their Ratable Share, (ii) next be available to the other Lenders in such a manner as the Borrower, the Agent and those Lenders shall agree, and (iii) thereafter, to the extent not provided by the BanksLenders, to any additional bank (for purposes of this section, an "Additional Bank") proposed by TGIthe Borrower, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which that becomes a party to this Agreement pursuant to Section 11.1111.11 [Successors and Assigns; Joinder of a Lender]. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.2Section, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower’s indemnity obligations set forth in Section 5.6.5 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letter of Credit Outstandings and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Section, new Notes shall, to the extent necessary, be executed and delivered by the Borrowers Borrower in exchange for the surrender of the existing Notes. If Revolving Credit Loans would be outstanding immediately after giving effect Notes and the Agent shall amend Schedule 1.1(B) to any such increase, then simultaneously with reflect such increase (i) each such Bank increasing in Commitments. No Lender shall have any obligation to increase its Revolving Credit Commitments (for purposes Commitment pursuant to this Section. In addition, Borrower shall deliver to Agent a Secretary’s Certificate, including resolutions, a confirmation of this sectionGuaranty Agreement executed by the Guarantors, an "Increasing Bank")a legal opinion and such other documentation as the Agent reasonably may require, each such Additional Bank and each other Bank all of which shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay satisfactory to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increase.

Right to Increase Commitments. Provided that there is not continuing any no Event of Default or Potential Default, if the Borrowers wish Borrower wishes to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrowers, Borrower shall notify the Administrative Agent thereof, provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000 10,000,000.00 and a maximum the aggregate of all such increases in the Revolving Credit Commitments shall not exceed $350,000,00050,000,000.00 from and after the Closing Date. Each Bank Lender shall have the right at any time within thirty fifteen (3015) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such BankLender's Ratable Share of the Revolving Credit Commitments and/or the Term Loan Commitments, as the case may beShare, and any portion of such requested increase which that is not provided by any Bank shall Lender shall: (a) first be available to the other BanksLenders pro rata in accordance with their Ratable Share, (b) next be available to the other Lenders in such a manner as the Borrower, the Agent and those Lenders shall agree, and (c) thereafter, to the extent not provided by the BanksLenders, to any additional bank (for purposes of this section, an "Additional Bank") proposed by TGIthe Borrower, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which that becomes a party to this Agreement pursuant to Section 11.1111.11 [Successors and Assigns; Joinder of a Lender]. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.2Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.2 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letters of Credit Outstanding and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Section, new Notes shall, to the extent necessary, be executed and delivered by the Borrowers Borrower in exchange for the surrender of the existing Notes. If Revolving Credit Loans would be outstanding immediately after giving effect Notes and the Agent shall amend Schedule 1.1(B) to any such increase, then simultaneously with reflect such increase (i) each such Bank increasing in Commitments. No Lender shall have any obligation to increase its Revolving Credit Commitments (for purposes of this section, an "Increasing Bank"), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), Commitment pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increaseSection.

Right to Increase Commitments. Provided that So long as there is not continuing any Event of Default or Potential Default, then if the Borrowers wish to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrowers, shall notify the Administrative Agent thereof, ; provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000 and a maximum of $350,000,000. Each Bank shall have the right at ; provided further that, with respect to any time within thirty (30) days following such notice increase to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such Bank's Ratable Share of the Revolving Credit Commitments and/or occurring within six (6) months following the Term Loan CommitmentsNinth Amendment Effective Date, as immediately prior to such increase, the case may be, and any Borrowers must first exercise their right pursuant to Section 5.4.3 to reduce permanently the Revolving Credit Commitments in an amount equal to such increase. Any portion of such requested increase which is not provided by any Bank shall be available to the other Banks, and thereafter, to the extent not provided by the Banks, to any additional bank (for purposes of this section, an "“Additional Bank"”) proposed by TGI, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which becomes a party to this Agreement pursuant to Section 11.11. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.2, new Notes shall, to the extent necessary, be executed and delivered by the Borrowers in exchange for the surrender of the existing Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (i) each such Bank increasing its Revolving Credit Commitments (for purposes of this section, an "“Increasing Bank"”), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increase.

Right to Increase Commitments. Provided that there is not continuing any no Event of Default or Potential Default, if on or after the Borrowers wish First Amendment Effective Date the Borrower wishes to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrowers, Borrower shall notify the Administrative Agent thereof, provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000 25,000,000 and a maximum the aggregate of $350,000,000. Each Bank shall have the right at any time within thirty (30) days following all such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata increases in accordance with such Bank's Ratable Share of the Revolving Credit Commitments and/or the Term Loan Commitments, as the case may be, and any portion of such requested increase which is shall not provided by any Bank exceed $100,000,000. The increased commitments shall be available to the other Banks, Banks and thereafter, to the extent not provided by the Banks, to any additional bank (for purposes of this section, an "Additional Bank") proposed by TGIthe Borrower, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which becomes allocated in such a manner as the Borrower, the Administrative Agent and those increasing Banks and new banks shall agree, provided, however, that each new bank shall become a party to this Agreement pursuant to Section 11.1110.11 [Successors and Assigns]. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.2Section 2.10, new Revolving Credit Notes shall, to the extent necessary, be executed and delivered by the Borrowers Borrower in exchange for the surrender of the existing Revolving Credit Notes. If Without limiting the generality of Section 7.1.12 [Collateral; Further Assurances], in the event the Borrower exercises its rights under this Section 2.10, the Borrower shall and shall cause each Loan Party, at its expense and within sixty (60) days following the date of the increase of the Revolving Credit Loans would be outstanding immediately after giving effect Commitments, to any such increaseexecute, then simultaneously deliver and record amendments to each Mortgage (with such increase (i) each such Bank increasing its Revolving Credit Commitments (for purposes of this section, an "Increasing Bank"), each such Additional Bank and each other Bank shall amendments to be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar reasonably satisfactory to Exhibit 1.1(Athe Administrative Agent), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately any such increase in the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to required by applicable Law or as the Administrative Agent, for the account of each such other Bankin its reasonable discretion, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increaserequire.”

Right to Increase Commitments. Provided that there is not continuing any no Event of Default or Potential Default, if the Borrowers wish Borrower wishes to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrowers, Borrower shall notify the Administrative Agent thereof, provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000 15,000,000.00 and a maximum the aggregate of all such increases in the Revolving Credit Commitments shall not exceed $350,000,00050,000,000.00 from and after the Closing Date. Each Bank Lender shall have the right at any time within thirty fifteen (3015) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such BankLender's PRNI 645261v4 Ratable Share of the Revolving Credit Commitments and/or the Term Loan Commitments, as the case may beShare, and any portion of such requested increase which that is not provided by any Bank shall Lender shall: (a) first be available to the other BanksLenders pro rata in accordance with their Ratable Share, (b) next be available to the other Lenders in such a manner as the Borrower, the Agent and those Lenders shall agree, and (c) thereafter, to the extent not provided by the BanksLenders, to any additional bank (for purposes of this section, an "Additional Bank") proposed by TGIthe Borrower, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which that becomes a party to this Agreement pursuant to Section 11.1111.11 [Successors and Assigns; Joinder of a Lender]. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.2Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.5 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letter of Credit Obligations and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Section, new Notes shall, to the extent necessary, be executed and delivered by the Borrowers Borrower in exchange for the surrender of the existing Notes. If Revolving Credit Loans would be outstanding immediately after giving effect Notes and the Agent shall amend Schedule 1.1(B) to any such increase, then simultaneously with reflect such increase (i) each such Bank increasing in Commitments. No Lender shall have any obligation to increase its Revolving Credit Commitments (for purposes of this section, an "Increasing Bank"), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), Commitment pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increaseSection.

Right to Increase Commitments. Provided that there is not continuing any no Event of Default or Potential Default, if the Borrowers wish Borrower wishes to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrowers, Borrower shall notify the Administrative Agent thereof, provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000 5,000,000 and a maximum the aggregate of all such increases in the Revolving Credit Commitments shall not exceed $350,000,000100,000,000 from and after the Closing Date. Each Bank shall have the right at any time within thirty fifteen (3015) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such Bank's Ratable Share of the Revolving Credit Commitments and/or the Term Loan Commitments, as the case may beShare, and any portion of such requested increase which that is not provided by any Bank shall shall: (i) first be available to the other BanksBanks pro rata in accordance with their Ratable Share, (ii) next be available to the other Banks in such a manner as the Borrower, the Agent and those Banks shall agree, and (iii) thereafter, to the extent not provided by the Banks, to any additional bank (for purposes of this section, an "Additional Bank") proposed by TGIthe Borrower, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which that becomes a party to this Agreement pursuant to Section 11.1111.11 [Successors and Assigns; Joinder of a Bank]. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.2Section 2.11, new Notes shall, to the extent necessary, be executed and delivered by the Borrowers Borrower in exchange for the surrender of the existing Notes. If Revolving Credit Loans would be outstanding immediately after giving effect In addition, Borrower shall deliver to any Agent a Secretary's Certificate, including resolutions, a confirmation of Guaranty Agreement executed by the Guarantors, a legal opinion and such increaseother documentation as the Agent reasonably may require, then simultaneously with such increase (i) each such Bank increasing its Revolving Credit Commitments (for purposes all of this section, an "Increasing Bank"), each such Additional Bank and each other Bank which shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay satisfactory to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increase.

Right to Increase Commitments. Provided that there is not continuing any no Event of Default or Potential Default, if the Borrowers wish Borrower wishes to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrowers, Borrower shall notify the Administrative Agent thereof, provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000 15,000,000.00 and a maximum the aggregate of all such increases in the Revolving Credit Commitments shall not exceed $350,000,00050,000,000.00 from and after the Closing Date. Each Bank Lender shall have the right at any time within thirty fifteen (3015) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such BankLender's Ratable Share of the Revolving Credit Commitments and/or the Term Loan Commitments, as the case may beShare, and any portion of such requested increase which that is not provided by any Bank shall Lender shall: (a) first be available to the other BanksLenders pro rata in accordance with their Ratable Share, (b) next be available to the other Lenders in such a manner as the Borrower, the Agent and those Lenders shall agree, and (c) thereafter, to the extent not provided by the BanksLenders, to any additional bank (for purposes of this section, an "Additional Bank") proposed by TGIthe Borrower, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which that becomes a party to this Agreement pursuant to Section 11.1111.11 [Successors and Assigns]. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.2Section 2.11, which results in a change in the Ratable Share of any Lender, then on the effective date of any increase (i) the Borrower shall repay all Loans then outstanding, subject to the Borrower's indemnity obligations set forth in Section 5.6.5 [Indemnity], provided that the Borrower may borrow new Loans on such date, with each Lender participating in such new Loans in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section, and (ii) each Lender will be deemed to have purchased a participation interest in all Letter of Credit Obligations and in all Swing Loans equal to its Ratable Share after giving effect to the increase in Revolving Credit Commitments contemplated by this Section. In the event of any such increase in Revolving Credit Commitments pursuant to this Section, new Notes shall, to the extent necessary, be executed and delivered by the Borrowers Borrower in exchange for the surrender of the existing Notes. If Revolving Credit Loans would be outstanding immediately after giving effect Notes and the Agent shall amend Schedule 1.1(B) to any such increase, then simultaneously with reflect such increase (i) each such Bank increasing in Commitments. No Lender shall have any obligation to increase its Revolving Credit Commitments (for purposes of this section, an "Increasing Bank"), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), Commitment pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increaseSection.

Right to Increase Commitments. Provided that there is not continuing any Event of Default or Potential Default, if the Borrowers wish to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrowers, shall notify the Administrative Agent thereof, provided that any such increase shall be a one-one time increase and in the aggregate shall be in a minimum of $10,000,000 and a maximum of $350,000,00050,000,000. Each Bank shall have the right at any time within thirty (30) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such Bank's Ratable Share of the Revolving Credit Commitments and/or the Term Loan Commitments, as the case may beShare, and any portion of such requested increase which is not provided by any Bank shall be available to the other Banks, and thereafter, to the extent not provided by the Banks, to any additional bank (for purposes of this section, an "Additional Bank") proposed by TGI, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which becomes a party to this Agreement pursuant to Section 11.1110.11. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.2, new Notes shall, to the extent necessary, be executed and delivered by the Borrowers in exchange for the surrender of the existing Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (i) each such Bank increasing its Revolving Credit Commitments (for purposes of this section, an and "Increasing Bank"), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increase4.5.2.

Right to Increase Commitments. Provided that there is not continuing any no Event of Default or Potential Default, if on or after the Borrowers wish Non-Extended Expiration Date, the Borrower wishes to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrowers, Borrower shall notify the Administrative Agent thereof, provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000 and a maximum and, after giving effect to such increase, the aggregate of $350,000,000. Each Bank shall have the right at any time within thirty (30) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such Bank's Ratable Share of the all Revolving Credit Commitments and/or the Term Loan Commitments, as the case may be, and any portion of such requested increase which is shall not provided by any Bank exceed $800,000,000. The increased commitments shall be available to the other Banks, Banks and thereafter, to the extent not provided by the Banks, to any additional bank (for purposes of this section, an "Additional Bank") proposed by TGIthe Borrower, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which becomes allocated in such a manner as the Borrower, the Administrative Agent and those increasing Banks and new banks shall agree, provided, however, that each new bank shall become a party to this Agreement pursuant to Section 11.1110.11 [Successors and Assigns]. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.2Section 2.10, new Revolving Credit Notes shall, to the extent necessary, be executed and delivered by the Borrowers Borrower in exchange for the surrender of the existing Revolving Credit Notes. If Without limiting the generality of Section 7.1.12 [Collateral; Further Assurances], in the event the Borrower exercises its rights under this Section 2.10, the Borrower shall and shall cause each Loan Party, at its expense and within ninety (90) days following the date of the increase of the Revolving Credit Loans would be outstanding immediately after giving effect Commitments, to any such increaseexecute, then simultaneously deliver and record amendments to each Mortgage (with such increase (i) each such Bank increasing its Revolving Credit Commitments (for purposes of this section, an "Increasing Bank"), each such Additional Bank and each other Bank shall amendments to be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar reasonably satisfactory to Exhibit 1.1(Athe Administrative Agent), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately any such increase in the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to required by applicable Law or as the Administrative Agent, for the account of each such other Bankin its reasonable discretion, such amount as may require.” (iv) The following new Section 2.11 shall be necessary to reflect the assignment to it of Revolving Credit Loans, and inserted in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result Article 2 in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increase.numeric order:

Right to Increase Commitments. Provided that So long as there is not continuing any Event of Default or Potential Default, then if the Borrowers wish to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrowers, shall notify the Administrative Agent thereof, ; provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000 and a maximum of $350,000,000200,000,000. Each Bank shall have the right at any time within thirty (30) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such Bank's Ratable Share of the Revolving Credit Commitments and/or the Term Loan Commitments, as the case may be, and any Any portion of such requested increase which is not provided by any Bank shall be available to the other Banks, and thereafter, to the extent not provided by the Banks, to any additional bank (for purposes of this section, an "“Additional Bank"”) proposed by TGI, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which becomes a party to this Agreement pursuant to Section 11.11. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.2, new Notes shall, to the extent necessary, be executed and delivered by the Borrowers in exchange for the surrender of the existing Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (i) each such Bank increasing its Revolving Credit Commitments (for purposes of this section, an "“Increasing Bank"”), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increase.

Right to Increase Commitments. Provided that there is not continuing any no Event of Default or Potential Default, if the Borrowers wish Borrower wishes to increase the Revolving Credit Commitments and/or or the Term Loan 364-Day Revolving Credit Commitments, TGI, as agent for the Borrowers, Borrower shall notify the Administrative Agent thereof, provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000 and a maximum the aggregate of all such increases in the Commitments shall not exceed $350,000,00020,000,000 from and after the Closing Date. Each Bank shall have the right at any time within thirty (30) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such Bank's Revolving Credit Ratable Share in the case of increases in the Revolving Credit Commitments and/or the Term Loan Commitments, as and in accordance with such Bank's 364-Day Revolving Credit Ratable Share in the case may beof increases in the 364-Day Revolving Credit Commitments, and any portion of such requested increase which that is not provided by any Bank shall be available to the other BanksBanks pro rata in accordance with their Revolving Credit Ratable Share in the case of increases in the Revolving Credit Commitments and in accordance with such Bank's 364-Day Revolving Credit Ratable Share in the case of increases in the 364-Day Revolving Credit Commitments, and thereafter, to the extent not provided by the Banks, to any additional bank (for purposes of this section, an "Additional Bank") proposed by TGIthe Borrower, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which that becomes a party to this Agreement pursuant to Section 11.1111.11 [Successors and Assigns]. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.22.12, new Notes shall, to the extent necessary, be executed and delivered by the Borrowers Borrower in exchange for the surrender of the existing Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (i) each such Bank increasing its Revolving Credit Commitments (for purposes of this section, an "Increasing Bank"), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increase.

Right to Increase Commitments. Provided that there is not continuing any no Event of Default or Potential Default, if the Borrowers wish Borrower wishes to increase the Revolving Credit Commitments and/or or the Term Loan 364-Day Revolving Credit Commitments, TGI, as agent for the Borrowers, Borrower shall notify the Administrative Agent thereof, provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000 and a maximum the aggregate of all such increases in the Commitments shall not exceed $350,000,00020,000,000 from and after the Closing Date. Each Bank shall have the right at any time within thirty (30) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such Bank's ’s Revolving Credit Ratable Share in the case of increases in the Revolving Credit Commitments and/or the Term Loan Commitments, as and in accordance with such Bank’s 364-Day Revolving Credit Ratable Share in the case may beof increases in the 364-Day Revolving Credit Commitments, and any portion of such requested increase which that is not provided by any Bank shall shall: (i) first be available to the other BanksBanks pro rata in accordance with their Revolving Credit Ratable Share in the case of increases in the Revolving Credit Commitments and in accordance with such Bank’s 364-Day Revolving Credit Ratable Share in the case of increases in the 364-Day Revolving Credit Commitments, (ii) next be available to the other Banks in such a manner as the Borrower, the Agent and those Banks shall agree, and (iii) thereafter, to the extent not provided by the Banks, to any additional bank (for purposes of this section, an "Additional Bank") proposed by TGIthe Borrower, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which that becomes a party to this Agreement pursuant to Section 11.1111.11 [Successors and Assigns]. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.22.12, new Notes shall, to the extent necessary, be executed and delivered by the Borrowers Borrower in exchange for the surrender of the existing Notes. If Revolving Credit Loans would be outstanding immediately after giving effect It is acknowledged and agreed that pursuant to any the Consent (once such increase, then simultaneously Consent has been executed and is effective in accordance with such increase (i) each such Bank increasing its Revolving Credit Commitments (for purposes of this section, an "Increasing Bank"the terms thereof), each such Additional Bank and each other Bank shall be deemed the Borrower will have exercised its one-time right to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately increase the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increasesubsection 2.12.

Right to Increase Commitments. Provided that At any time prior to the Twelfth Amendment Effective Date, so long as there is not continuing any Event of Default or Potential Default, then if the Borrowers wish to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrowers, shall notify the Administrative Agent thereofthereof and each Bank (other than any Non-Extending Bank) may, but shall not be obligated to, provide such requested increase; provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000 and a maximum of $350,000,000200,000,000. Each Bank shall have the right at any time within thirty (30) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such Bank's Ratable Share of the Revolving Credit Commitments and/or the Term Loan Commitments, as the case may be, and any Any portion of such requested increase which is not provided by any Bank shall be available to the other Banks, and thereafter, to the extent not provided by the Banks, to any additional bank (for purposes of this section, an "“Additional Bank"”) proposed by TGI, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which becomes a party to this Agreement pursuant to Section 11.11. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.2, new Notes shall, to the extent necessary, be executed and delivered by the Borrowers in exchange for the surrender of the existing Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (i) each such Bank increasing its Revolving Credit Commitments (for purposes of this section, an "“Increasing Bank"”), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increase.NAI-▇▇▇▇▇▇▇▇▇▇v6

Right to Increase Commitments. Provided that there is not continuing any Event of Default or Potential Default, if the Borrowers wish to increase the Revolving Credit Commitments and/or the Term Loan Commitments, TGI, as agent for the Borrowers, shall notify the Administrative Agent thereof, provided that any such increase shall be a one-time increase and in the aggregate shall be in a minimum of $10,000,000 and a maximum of $350,000,000250,000,000. Each Bank shall have the right at any time within thirty (30) days following such notice to increase its respective Revolving Credit Commitment and/or Term Loan Commitment as the case may be, so as to provide such added commitment pro rata in accordance with such Bank's Ratable Share of the Revolving Credit Commitments and/or the Term Loan Commitments, as the case may be, and any portion of such requested increase which is not provided by any Bank shall be available to the other Banks, and thereafter, to the extent not provided by the Banks, to any additional bank (for purposes of this section, an "Additional Bank") proposed by TGI, which is approved by the Administrative Agent (which approval shall not be unreasonably withheld) and which becomes a party to this Agreement pursuant to Section 11.11. In the event of any such increase in the aggregate Revolving Credit Commitments and/or Term Loan Commitments, as the case may be, effected pursuant to the terms of this subsection 2.1.2, new Notes shall, to the extent necessary, be executed and delivered by the Borrowers in exchange for the surrender of the existing Notes. If Revolving Credit Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (i) each such Bank increasing its Revolving Credit Commitments (for purposes of this section, an "Increasing Bank"), each such Additional Bank and each other Bank shall be deemed to have entered into a master Assignment and Assumption Agreement, in form and substance substantially similar to Exhibit 1.1(A), pursuant to which each such other Bank shall have assigned to each such Increasing Bank and each such Additional Bank, a portion of its Revolving Credit Loans necessary to reflect proportionately the Revolving Credit Commitments as adjusted in accordance with this Section 2.1.2, and (ii) in connection with such assignment, each such Increasing Bank and each such Additional Bank shall pay to the Administrative Agent, for the account of each such other Bank, such amount as shall be necessary to reflect the assignment to it of Revolving Credit Loans, and in connection with such master assignment each such other Bank may treat the assignment of Revolving Credit Loans subject to a Euro-Rate Option as a prepayment thereof for purposes of Section 5.5.2. In the event that such transactions result in an increase of the Term Loans outstanding (a) such increase shall be funded at the closing of the transaction described in this section, and (b) as of such closing, the parties shall amend the repayment schedule set forth in Section 3.2, as agreed to by the Agent, the Borrowers and the Banks holding not less than 51% of the Term Loan Commitments after giving effect to such increase.