Common use of DISCRETIONARY COMMITMENT INCREASE Clause in Contracts

DISCRETIONARY COMMITMENT INCREASE. Provided that no Event of Default or Potential Default is then occurring or would be caused thereby, at any time prior to the Expiration Date, the Borrowers may request from time to time in writing to the Agent that the Revolving Credit Commitments be increased, by an amount being an integral multiple of $5,000,000.00 not greater than $50,000,000.00, according to the following procedures: (i) The Borrowers shall offer the existing Banks the opportunity to participate in any such increased amount of the Revolving Credit Commitments (such increased amount being referred to as the "COMMITMENT INCREASE AMOUNT") in accordance with each Bank's Revolving Credit Ratable Share (each participating Bank being referred to as an "INCREASING BANK"). The existing Banks shall be under no obligation to participate in any such Commitment Increase Amounts and any agreement by any Bank to so participate will be in the sole discretion of such Bank. (ii) If any Bank declines to commit to its Revolving Credit Ratable Share of any such Commitment Increase Amount (such declined portion of the Commitment Increase Amount being referred to as a "DECLINED SHARE"), then the Agent may join a new bank(s) or financial institution(s) to this Agreement, which shall be acceptable to the Borrowers (each such bank or financial institution, an "AUGMENTING LENDER"), or permit an existing Bank which has already agreed to commit to its Revolving Credit Ratable Share of any such Commitment Increase Amount, to commit to the Declined Share or portion thereof in an amount of at least $5,000,000. Each Augmenting Lender committing to a Declined Share, or a portion thereof, shall join this Agreement as a Bank by entering into a bank joinder and assumption agreement in form and substance satisfactory to the Agent, setting forth the Revolving Credit Commitment of such Augmenting Lender, pursuant to which such Augmenting Lender will become a Bank as of the effective date thereof. (iii) On the effective date of any increase in the Revolving Credit Commitments as contemplated herein (A) each Increasing Bank and new Augmenting Lender shall make available to the Agent, for the benefit of the other Banks, such amounts, in immediately available funds, as the Agent shall determine as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Banks, each Bank's portion of the outstanding Revolving Credit Loans of all the Banks to equal its Revolving Credit Ratable Share of the Revolving Credit Commitments (after giving effect to the increase in the Revolving Credit Commitments occasioned by the addition of the Increasing Bank(s) or Augmenting Lender(s), or both, as the case may be) and (B) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of Revolving Credit Loans subject to the same interest rate options provided herein, with related Interest Periods if applicable, specified in a notice delivered by the Borrowers in accordance with the requirements of Section 4.2). The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Revolving Credit Loan to which a Euro-Rate Option applies shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 5.6.2 if the deemed payment occurs other than on the last day of the related Interest Periods. Upon the request of the Agent, the Borrowers shall execute and deliver to the Agent for the benefit of the Banks any and all Notes and other documents, instruments, and agreements necessary or advisable in the reasonable judgment of the Agent to evidence or document the increase in the Revolving Credit Commitments, including any amendments hereto, and each of the Banks and each of the Loan Parties hereby provides its consent hereto and thereto, and each Bank hereby authorizes the Agent, and each Loan Party hereby authorizes the Borrowers, to execute any such documents, instruments, and agreements consistent with the terms of this Section on its behalf without the necessity of any further consent of any Bank or Loan Party.

DISCRETIONARY COMMITMENT INCREASE. Provided that no Event of Default or Potential Default is then occurring or would be caused thereby, at any time prior to the Expiration Date and subsequent to the Closing Date, the Borrowers may request from time to time in writing to the Administrative Agent that the Revolving Credit Commitments be increased, by an amount being an integral multiple of $5,000,000.00 and in an aggregate amount not greater than $50,000,000.0075,000,000.00, according to the following procedures: (i) The Borrowers shall offer for a period of fifteen (15) Business Days the existing Banks Lenders the opportunity to participate in any such increased amount of the Revolving Credit Commitments (such increased amount being referred to as the "COMMITMENT INCREASE AMOUNT") in accordance with each BankLender's Revolving Credit Ratable Share (each participating Bank Lender being referred to as an "INCREASING BANKLENDER"). The existing Banks Lenders shall be under no obligation to participate in any such Commitment Increase Amounts and any agreement by any Bank Lender to so participate will be in the sole discretion of such BankLender. (ii) If any Bank Lender declines to commit to its Revolving Credit Ratable Share of any such Commitment Increase Amount (such declined portion of the Commitment Increase Amount being referred to as a "DECLINED SHARE"), then the Administrative Agent may join a new bank(s) or financial institution(s) to this Agreement, which shall be acceptable to the Borrowers, or the Borrowers may propose a new bank(s) or financial institution(s) which shall be approved by the Administrative Agent in its reasonable discretion without unreasonable delay (each such bank or financial institution, an "AUGMENTING LENDER"), or permit an existing Bank Increasing Lender which has already agreed to commit to its Revolving Credit Ratable Share of any such Commitment Increase Amount, to commit to the Declined Share or portion thereof thereof, with respect to any Augmenting Lender, in an amount of at least $5,000,000. Each Augmenting Lender committing to a Declined Share, or a portion thereof, shall join this Agreement as a Bank Lender by entering into a bank joinder and assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, setting forth the Revolving Credit Commitment of such Augmenting Lender, pursuant to which such Augmenting Lender will become a Bank Lender as of the effective date thereof. (iii) On the effective date of any increase in the Revolving Credit Commitments as contemplated herein (A) each Increasing Bank Lender and new Augmenting Lender shall make available to the Administrative Agent, for the benefit of the other BanksLenders, such amounts, in immediately available funds, as the Administrative Agent shall determine as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other BanksLenders, each BankLender's portion of the outstanding Revolving Credit Loans of all the Banks Lenders to equal its Revolving Credit Ratable Share of the Revolving Credit Commitments (after giving effect to the increase in the Revolving Credit Commitments occasioned by the addition of the Increasing Bank(sLender(s) or Augmenting Lender(s), or both, as the case may be) and (B) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of Revolving Credit Loans subject to the same interest rate options provided herein, with related Interest Periods if applicable, specified in a notice delivered by the Borrowers in accordance with the requirements of Section 4.23.2). The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Revolving Credit Loan to which a Euro-Rate Option applies shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 5.6.2 4.6.2 if the deemed payment occurs other than on the last day of the related Interest Periods. Upon the request of the Administrative Agent, the Borrowers shall execute and deliver to the Administrative Agent for the benefit of the Banks Lenders any and all Notes and other documents, instruments, and agreements necessary or advisable in the reasonable judgment of the Administrative Agent to evidence or document the increase in the Revolving Credit Commitments, including any amendments hereto, and each of the Banks Lenders and each of the Loan Parties hereby provides its consent hereto and thereto, and each Bank Lender hereby authorizes the Administrative Agent, and each Loan Party hereby authorizes the BorrowersCompany, to execute any such documents, instruments, and agreements consistent with the terms of this Section on its behalf without the necessity of any further consent of any Bank Lender or Loan Party.

DISCRETIONARY COMMITMENT INCREASE. Provided that no Event of Default or Potential Default is then occurring or would be caused thereby, at any time prior to the Expiration Date and subsequent to the Closing Date, the Borrowers may request from time to time in writing to the Administrative Agent that the Revolving Credit Commitments be increased, by an amount being an integral multiple of $5,000,000.00 and in an aggregate amount not greater than $50,000,000.00100,000,000.00, according to the following procedures: (i) The Borrowers shall offer for a period of fifteen (15) Business Days the existing Banks Lenders the opportunity to participate in any such increased amount of the Revolving Credit Commitments (such increased amount being referred to as the "COMMITMENT INCREASE AMOUNT"“Commitment Increase Amount”) in accordance with each Bank's Revolving Credit Lender’s Ratable Share (each participating Bank Lender being referred to as an "INCREASING BANK"“Increasing Lender”). The existing Banks Lenders shall be under no obligation to participate in any such Commitment Increase Amounts and any agreement by any Bank Lender to so participate will be in the sole discretion of such BankLender. (ii) If any Bank Lender declines to commit to its Revolving Credit Ratable Share of any such Commitment Increase Amount (such declined portion of the Commitment Increase Amount being referred to as a "DECLINED SHARE"“Declined Share”), then the Administrative Agent may join a new bank(s) or financial institution(s) to this Agreement, which shall be acceptable to the Borrowers, or the Borrowers may propose a new bank(s) or financial institution(s) which shall be approved by the Administrative Agent in its reasonable discretion without unreasonable delay (each such bank or financial institution, an "AUGMENTING LENDER"“Augmenting Lender”), or permit an existing Bank Increasing Lender which has already agreed to commit to its Revolving Credit Ratable Share of any such Commitment Increase Amount, to commit to the Declined Share or portion thereof thereof, with respect to any Augmenting Lender, in an amount of at least $5,000,000. Each Augmenting Lender committing to a Declined Share, or a portion thereof, shall join this Agreement as a Bank Lender by entering into a bank joinder and assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, setting forth the Revolving Credit Commitment of such Augmenting Lender, pursuant to which such Augmenting Lender will become a Bank Lender as of the effective date thereof. (iii) On the effective date of any increase in the Revolving Credit Commitments as contemplated herein (A) each Increasing Bank Lender and new Augmenting Lender shall make available to the Administrative Agent, for the benefit of the other BanksLenders, such amounts, in immediately available funds, as the Administrative Agent shall determine as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other BanksLenders, each Bank's Lender’s portion of the outstanding Revolving Credit Loans of all the Banks Lenders to equal its Revolving Credit Ratable Share of the Revolving Credit Commitments (after giving effect to the increase in the Revolving Credit Commitments occasioned by the addition of the Increasing Bank(sLender(s) or Augmenting Lender(s), or both, as the case may be) and (B) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of Revolving Credit Loans subject to the same interest rate options provided herein, with related Interest Periods if applicable, specified in a notice delivered by the Borrowers in accordance with the requirements of Section 4.23.2). The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Revolving Credit Loan to which a Euro-Rate Option applies shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 5.6.2 4.8 if the deemed payment occurs other than on the last day of the related Interest Periods. Upon the request of the Administrative Agent, the Borrowers shall execute and deliver to the Administrative Agent for the benefit of the Banks Lenders any and all Notes and other documents, instruments, and agreements necessary or advisable in the reasonable judgment of the Administrative Agent to evidence or document the increase in the Revolving Credit Commitments, including any amendments hereto, and each of the Banks Lenders and each of the Loan Parties hereby provides its consent hereto and thereto, and each Bank Lender hereby authorizes the Administrative Agent, and each Loan Party hereby authorizes the BorrowersCompany, to execute any such documents, instruments, and agreements consistent with the terms of this Section on its behalf without the necessity of any further consent of any Bank Lender or Loan Party.

DISCRETIONARY COMMITMENT INCREASE. Provided that no Event of Default or Potential Default is then occurring or would be caused thereby, at any time prior to the Expiration Date and subsequent to the Closing Date, the Borrowers may request from time to time in writing to the Administrative Agent that the Revolving Credit Commitments be increased, by an amount being an integral multiple of $5,000,000.00 10,000,000.00 and in an aggregate amount not greater than $50,000,000.00150,000,000.00, according to the following procedures: (i) The Borrowers shall offer for a period of fifteen (15) Business Days the existing Banks Lenders the opportunity to participate in any such increased amount of the Revolving Credit Commitments (such increased amount being referred to as the "COMMITMENT INCREASE AMOUNT"“Commitment Increase Amount”) in accordance with each Bank's Revolving Credit Lender’s Ratable Share (each participating Bank Lender being referred to as an "INCREASING BANK"“Increasing Lender”). The existing Banks Lenders shall be under no obligation to participate in any such Commitment Increase Amounts and any agreement by any Bank Lender to so participate will be in the sole discretion of such BankLender. (ii) If any Bank Lender declines to commit to its Revolving Credit Ratable Share of any such Commitment Increase Amount (such declined portion of the Commitment Increase Amount being referred to as a "DECLINED SHARE"“Declined Share”), then the Administrative Agent may join a new bank(s) or financial institution(s) to this Agreement, which shall be acceptable to the Borrowers, or the Borrowers may propose a new bank(s) or financial institution(s) which shall be approved by the Administrative Agent in its reasonable discretion without unreasonable delay (each such bank or financial institution, an "AUGMENTING LENDER"“Augmenting Lender”), or permit an existing Bank Increasing Lender which has already agreed to commit to its Revolving Credit Ratable Share of any such Commitment Increase Amount, to commit to the Declined Share or portion thereof thereof, with respect to any Augmenting Lender, in an amount of at least $5,000,0005,000,000.00. Each Augmenting Lender committing to a Declined Share, or a portion thereof, shall join this Agreement as a Bank Lender by entering into a bank joinder and assumption agreement in form and substance reasonably satisfactory to the AgentAdministrative Agent and the Company, setting forth the Revolving Credit Commitment of such Augmenting Lender, pursuant to which such Augmenting Lender will become a Bank Lender as of the effective date thereof. (iii) On the effective date of any increase in the Revolving Credit Commitments as contemplated herein (A) each Increasing Bank Lender and new Augmenting Lender shall make available to the Administrative Agent, for the benefit of the other BanksLenders, such amounts, in immediately available funds, as the Administrative Agent shall determine as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other BanksLenders, each Bank's Lender’s portion of the outstanding Revolving Credit Loans of all the Banks Lenders to equal its Revolving Credit Ratable Share of the Revolving Credit Commitments (after giving effect to the increase in the Revolving Credit Commitments occasioned by the addition of the Increasing Bank(sLender(s) or Augmenting Lender(s), or both, as the case may be) and (B) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of Revolving Credit Loans subject to the same interest rate options provided herein, with related Interest Periods if applicable, specified in a notice delivered by the Borrowers in accordance with the requirements of Section 4.23.2). The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Revolving Credit Loan to which a Euro-Rate Option applies shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 5.6.2 4.8 if the deemed payment occurs other than on the last day of the related Interest Periods. Upon the request of the Administrative Agent, the Borrowers shall execute and deliver to the Administrative Agent for the benefit of the Banks Lenders any and all Notes and other documents, instruments, and agreements necessary or advisable in the reasonable judgment of the Administrative Agent to evidence or document the increase in the Revolving Credit Commitments, including any amendments hereto, and each of the Banks Lenders and each of the Loan Parties hereby provides its consent hereto and thereto, and each Bank Lender hereby authorizes the Administrative Agent, and each Loan Party hereby authorizes the BorrowersCompany, to execute any such documents, instruments, and agreements consistent with the terms of this Section on its behalf without the necessity of any further consent of any Bank Lender or Loan Party.