Common use of Increase in Maximum Revolver Amount Clause in Contracts

Increase in Maximum Revolver Amount. (a) Borrower Agent may, at any time, deliver a written request to Agent to increase the Maximum Revolver Amount. Any such written request shall specify the amount of the increase in the Maximum Revolver Amount that Borrowers are requesting, provided, that, (i) in no event shall the aggregate amount of any such increase cause the Maximum Revolver Amount to exceed $175,000,000, (ii) such request shall be for an increase of not less than $5,000,000, (iii) any such request shall be irrevocable, (iv) in no event shall there be more than one such increase in any calendar quarter, (v) in no event shall there be more than three such increases during the term of this Agreement, (vi) no Default or Event of Default shall exist or have occurred and be continuing and (vii) in no event shall there be any such increase after the date on which the Commitments have been reduced pursuant to Section 2.4(c) of this Agreement. (b) Upon the receipt by Agent of any such written request, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase thereof requested by Borrower Agent as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within fifteen (15) days after the receipt of such notice from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $250,000, and (ii) no then-existing Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the then-existing Lenders does not equal or exceed the amount of the increase in the Maximum Revolver Amount requested by Borrowers, Agent or Borrowers shall seek additional increases from new Lenders or Commitments from such Eligible Transferees reasonably satisfactory to Agent and Borrowers. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Revolver Amount requested by Borrower or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Borrowers. Notwithstanding anything to the contrary contained in this Agreement, if, in connection with arranging for such additional Commitments, Borrowers agree to pay to any such Lender or Eligible Transferee interest on such additional Commitments at rate that is greater than that paid to the other Lenders, such higher interest rate shall apply to all Lenders on all Commitments. (c) The Maximum Revolver Amount shall be increased by the amount of the increase in the applicable Revolver Commitments from Revolving Lenders or new Revolver Commitments from Eligible Transferees, in each case selected in accordance with Section 2.14(b) above, for which Agent has received Assignment and Acceptances thirty (30) days after the date of the request by Borrowers for the increase or such earlier date as Agent and Borrowers may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Revolver Commitments and new Revolver Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Revolver Amount requested by Borrower Agent in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied: (i) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Revolver Commitment as part of the increase in the Maximum Revolver Amount, an Assignment and Acceptance duly executed by such Lender or Eligible Transferee and Borrower, provided, that, the aggregate Revolver Commitments set forth in such Assignment and Acceptance(s) shall be not less than $1,000,000; (ii) the conditions precedent to the making of Advances set forth in Section 3.2 shall be satisfied as of the date of the increase in the Maximum Revolver Amount, both before and after giving effect to such increase; (iii) such increase in the Maximum Revolver Amount, on the date of the effectiveness thereof, shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently; (iv) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Revolver Amount all fees and expenses due and payable to such Person on or before the effectiveness of such increase; and (v) there shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all fees and expenses (including reasonable fees and expenses of counsel) due and payable pursuant to any of the Loan Documents on or before the effectiveness of such increase. (d) As of the effective date of any such increase in the Maximum Revolver Amount, each reference to the term Commitments, Maximum Revolver Amount and Maximum Credit herein, as applicable, and in any of the other Loan Documents shall be deemed amended to mean the amount of the Revolver Commitments, Maximum Revolver Amount and Maximum Credit specified in the most recent written notice from Agent to Borrower Agent of the increase in the Revolver Commitments, Maximum Revolver Amount and Maximum Credit, as applicable. (e) Effective on the date of each increase in the Maximum Revolver Amount pursuant to this Section 2.14, each reference in this Agreement to an amount of Excess Availability shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of Excess Availability to the amount of the Maximum Revolver Amount or Maximum Credit, as applicable, after such increase in the Maximum Revolver Amount and Maximum Credit remains the same as the ratio of such the amount of Maximum Revolver Amount or Excess Availability, as applicable, to the amount of the Maximum Revolver Amount and Maximum Credit prior to such increase in the Maximum Revolver Amount and the Maximum Credit.

Increase in Maximum Revolver Amount. (ai) Borrower Agent may, at Notwithstanding any time, deliver a written request to Agent to increase the Maximum Revolver Amount. Any such written request shall specify the amount of the increase in the Maximum Revolver Amount that Borrowers are requestingconsummated prior to the Sixth Amendment Effective Date, provided, that, (i) in no event shall the aggregate amount of any such increase cause the Maximum Revolver Amount to exceed $175,000,000, (ii) such request shall be for an increase of not less than $5,000,000, (iii) any such request shall be irrevocable, (iv) in no event shall there be more than one such increase in any calendar quarter, (v) in no event shall there be more than three such increases during the term of this Agreement, (vi) no Default or Event of Default shall exist or have occurred and be continuing and (vii) in no event shall there be any such increase after the date on which the Commitments have been reduced including pursuant to Section 2.4(cthat certain Xxxxxxx and Revolver Increase Agreement Regarding Amended and Restated Credit Agreement dated as of June 30, 2016 among Zions Bancorporation, N.A. (successor to ZB, N.A.) DBA Zions First National Bank, Agent, Boise Cascade and the Subsidiaries of this Agreement. Boise Cascade identified as Borrowers on the signature pages thereof, and provided there exists no Default, upon notice to Agent (b) Upon which shall promptly notify the receipt by Agent of any such written requestRevolving Lenders), Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) Borrowers may from time to increase the amount of its Commitment by an amount time, on up to its Pro Rata Share of the amount of the increase thereof requested by Borrower Agent as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within fifteen (15) days after the receipt of such notice from Agent whether it is willing to so increase its Commitmentthree occasions, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $250,000, and (ii) no then-existing Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the then-existing Lenders does not equal or exceed the amount of the request an increase in the Maximum Revolver Amount requested by Borrowers, Agent or Borrowers shall seek additional increases from new Lenders or Commitments from an amount (for all such Eligible Transferees reasonably satisfactory to Agent and Borrowers. In the event Lenders (or Lenders and requests) not exceeding $50,000,000; provided that any such Eligible Transfereesrequest for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice, as Administrative Borrower (in consultation with Agent) shall specify the case may betime period within which each Revolving Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Lenders). (ii) Each Revolving Lender shall have committed the right, but shall be under no obligation, to participate in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the any requested increase in the Maximum Revolver Amount under this Section 2.4(g). Each Revolving Lender shall notify Agent within the time period specified in accordance with Section 2.4(g)(i) whether or not it agrees to increase its Revolver Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested by Borrower or permitted hereunder, Agent increase. Any Revolving Lender not responding within such time period shall then be deemed to have the right declined to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Borrowers. Notwithstanding anything to the contrary contained in this Agreement, if, in connection with arranging for such additional Commitments, Borrowers agree to pay to any such Lender or Eligible Transferee interest on such additional Commitments at rate that is greater than that paid to the other Lenders, such higher interest rate shall apply to all Lenders on all Commitmentsincrease its Revolver Commitment. (ciii) The Agent shall notify Borrowers and each Revolving Lender of the Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, and subject to the approval of Agent, Issuing Lender, and Swing Lender (which approvals shall not be unreasonably withheld), Borrowers may also invite additional Eligible Transferees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to Agent. (iv) If the Maximum Revolver Amount is increased in accordance with this Section 2.4(g), Agent and Borrowers shall determine the effective date (the “Revolver Increase Effective Date”) and the final allocation of such increase. Agent shall promptly notify Borrowers and Revolving Lenders of the final allocation of such increase and the Revolver Increase Effective Date. Upon the satisfaction of the conditions precedent set forth in Section 2.4(g)(v) on the proposed Revolver Increase Effective Date and, with respect to any new Revolving Lenders participating in the proposed increase, delivery to Agent of a joinder agreement in form and substance reasonably satisfactory to Agent and payment to Agent for Agent’s separate account a processing fee in the amount of $3,500 (unless otherwise agreed by Agent in its discretion), the Maximum Revolver Amount shall be so increased by the amount of the increase in the applicable Revolver Commitments from Revolving Lenders or new Revolver Commitments from Eligible Transferees, in each case selected in accordance with Section 2.14(b) above(without any need, for which Agent has received Assignment and Acceptances thirty (30) days after the date avoidance of doubt, to meet the request by Borrowers for the increase or such earlier date as Agent and Borrowers may agree (but subject to the satisfaction requirements of the conditions set forth belowSection 14.1 of this Agreement), whether or not the aggregate amount of the increase in Revolver Commitments and new Revolver Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Revolver Amount requested by Borrower Agent in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:. (iv) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Revolver Commitment as part of the As a condition precedent to any such increase in the Maximum Revolver Amount, an Assignment and Acceptance duly executed by such Lender or Eligible Transferee and Borrower, provided, that, the aggregate Revolver Commitments set forth in such Assignment and Acceptance(s) this Section 2.4(g), Borrowers shall be not less than $1,000,000; (ii) the conditions precedent deliver to the making Agent a certificate of Advances set forth in Section 3.2 shall be satisfied each Loan Party dated as of the date Revolver Increase Effective Date signed by the Secretary of such Loan Party (A) certifying and attaching the increase resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the Maximum Revolver Amountcase of Borrowers, both certifying that, before and after giving effect to such increase; (iii) such increase in the Maximum Revolver Amount, on as of the date of such certificate (1) the effectiveness thereof, shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority representations and shall not be enjoined, temporarily, preliminarily or permanently; (iv) there shall have been paid to each Lender warranties contained in Section 4 and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Revolver Amount all fees and expenses due and payable to such Person on or before the effectiveness of such increase; and (v) there shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all fees and expenses (including reasonable fees and expenses of counsel) due and payable pursuant to any of the Loan Documents on or before the effectiveness of such increase. (d) As of the effective date of any such increase in the Maximum Revolver Amount, each reference to the term Commitments, Maximum Revolver Amount and Maximum Credit herein, as applicable, and in any of the other Loan Documents are true and correct in all material respects on and as of the Revolver Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.4(g)(v), the representations and warranties contained in Section 4.18 relating to financial statements shall be deemed amended to mean the amount of the Revolver Commitments, Maximum Revolver Amount and Maximum Credit specified in refer to the most recent written notice from Agent annual, quarterly, and, if applicable, monthly financial statements furnished pursuant to Borrower Agent Section 5.1, and (2) no Default exists. Borrowers shall prepay any Advances outstanding on the Revolver Increase Effective Date to the extent necessary to keep the outstanding Advances ratable with any revised change in the Pro Rata Shares of the Revolving Lenders arising from any non-ratable increase in the Revolver Commitments, Maximum Revolver Amount and Maximum Credit, as applicableCommitments under this Section 2.4(g). (evi) Effective on the date of each increase This Section shall supersede any provisions in the Maximum Revolver Amount pursuant to this Section 2.1413.2, each reference in this Agreement to an amount of Excess Availability shall14.1, automatically and without any further action, be deemed to be increased so that the ratio of each amount of Excess Availability or Section 15.12(b) to the amount of the Maximum Revolver Amount or Maximum Credit, as applicable, after such increase in the Maximum Revolver Amount and Maximum Credit remains the same as the ratio of such the amount of Maximum Revolver Amount or Excess Availability, as applicable, to the amount of the Maximum Revolver Amount and Maximum Credit prior to such increase in the Maximum Revolver Amount and the Maximum Creditcontrary.

Increase in Maximum Revolver Amount. (ai) Borrower Agent may, at Notwithstanding any time, deliver a written request to Agent to increase the Maximum Revolver Amount. Any such written request shall specify the amount of the increase in the Maximum Revolver Amount that Borrowers are requestingconsummated prior to the Sixth Amendment Effective Date, provided, that, (i) in no event shall the aggregate amount of any such increase cause the Maximum Revolver Amount to exceed $175,000,000, (ii) such request shall be for an increase of not less than $5,000,000, (iii) any such request shall be irrevocable, (iv) in no event shall there be more than one such increase in any calendar quarter, (v) in no event shall there be more than three such increases during the term of this Agreement, (vi) no Default or Event of Default shall exist or have occurred and be continuing and (vii) in no event shall there be any such increase after the date on which the Commitments have been reduced including pursuant to Section 2.4(cthat certain Joinder and Revolver Increase Agreement Regarding Amended and Restated Credit Agreement dated as of June 30, 2016 among Zions 127255152_10 Bancorporation, N.A. (successor to ZB, N.A.) DBA Zions First National Bank, Agent, Boise Cascade and the Subsidiaries of this Agreement. Boise Cascade identified as Borrowers on the signature pages thereof, and provided there exists no Default, upon notice to Agent (b) Upon which shall promptly notify the receipt by Agent of any such written requestRevolving Lenders), Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) Borrowers may from time to increase the amount of its Commitment by an amount time, on up to its Pro Rata Share of the amount of the increase thereof requested by Borrower Agent as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within fifteen (15) days after the receipt of such notice from Agent whether it is willing to so increase its Commitmentthree occasions, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $250,000, and (ii) no then-existing Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the then-existing Lenders does not equal or exceed the amount of the request an increase in the Maximum Revolver Amount requested by Borrowers, Agent or Borrowers shall seek additional increases from new Lenders or Commitments from an amount (for all such Eligible Transferees reasonably satisfactory to Agent and Borrowers. In the event Lenders (or Lenders and requests) not exceeding $50,000,000; provided that any such Eligible Transfereesrequest for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice, as Administrative Borrower (in consultation with Agent) shall specify the case may betime period within which each Revolving Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Lenders). (ii) Each Revolving Lender shall have committed the right, but shall be under no obligation, to participate in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the any requested increase in the Maximum Revolver Amount under this Section 2.4(g). Each Revolving Lender shall notify Agent within the time period specified in accordance with Section 2.4(g)(i) whether or not it agrees to increase its Revolver Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested by Borrower or permitted hereunder, Agent increase. Any Revolving Lender not responding within such time period shall then be deemed to have the right declined to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Borrowers. Notwithstanding anything to the contrary contained in this Agreement, if, in connection with arranging for such additional Commitments, Borrowers agree to pay to any such Lender or Eligible Transferee interest on such additional Commitments at rate that is greater than that paid to the other Lenders, such higher interest rate shall apply to all Lenders on all Commitmentsincrease its Revolver Commitment. (ciii) The Agent shall notify Borrowers and each Revolving Lender of the Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, and subject to the approval of Agent, Issuing Lender, and Swing Lender (which approvals shall not be unreasonably withheld), Borrowers may also invite additional Eligible Transferees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to Agent. (iv) If the Maximum Revolver Amount is increased in accordance with this Section 2.4(g), Agent and Borrowers shall determine the effective date (the “Revolver Increase Effective Date”) and the final allocation of such increase. Agent shall promptly notify Borrowers and Revolving Lenders of the final allocation of such increase and the Revolver Increase Effective Date. Upon the satisfaction of the conditions precedent set forth in Section 2.4(g)(v) on the proposed Revolver Increase Effective Date and, with respect to any new Revolving Lenders participating in the proposed increase, delivery to Agent of a joinder agreement in form and substance reasonably satisfactory to Agent and payment to Agent for Agent’s separate account a processing fee in the amount of $3,500 (unless otherwise agreed by Agent in its discretion), the Maximum Revolver Amount shall be so increased by the amount of the increase in the applicable Revolver Commitments from Revolving Lenders or new Revolver Commitments from Eligible Transferees, in each case selected in accordance with Section 2.14(b) above(without any need, for which Agent has received Assignment and Acceptances thirty (30) days after the date avoidance of doubt, to meet the request by Borrowers for the increase or such earlier date as Agent and Borrowers may agree (but subject to the satisfaction requirements of the conditions set forth belowSection 14.1 of this Agreement), whether or not the aggregate amount of the increase in Revolver Commitments and new Revolver Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Revolver Amount requested by Borrower Agent in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:. (iv) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Revolver Commitment as part of the As a condition precedent to any such increase in the Maximum Revolver Amount, an Assignment and Acceptance duly executed by such Lender or Eligible Transferee and Borrower, provided, that, the aggregate Revolver Commitments set forth in such Assignment and Acceptance(s) this Section 2.4(g), Borrowers shall be not less than $1,000,000; (ii) the conditions precedent deliver to the making Agent a certificate of Advances set forth in Section 3.2 shall be satisfied each Loan Party dated as of the date Revolver Increase Effective Date signed by the Secretary of such Loan Party (A) certifying and attaching the increase resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the Maximum Revolver Amountcase of Borrowers, both 127255152_10 certifying that, before and after giving effect to such increase; (iii) such increase in the Maximum Revolver Amount, on as of the date of such certificate (1) the effectiveness thereof, shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority representations and shall not be enjoined, temporarily, preliminarily or permanently; (iv) there shall have been paid to each Lender warranties contained in Section 4 and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Revolver Amount all fees and expenses due and payable to such Person on or before the effectiveness of such increase; and (v) there shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all fees and expenses (including reasonable fees and expenses of counsel) due and payable pursuant to any of the Loan Documents on or before the effectiveness of such increase. (d) As of the effective date of any such increase in the Maximum Revolver Amount, each reference to the term Commitments, Maximum Revolver Amount and Maximum Credit herein, as applicable, and in any of the other Loan Documents are true and correct in all material respects on and as of the Revolver Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.4(g)(v), the representations and warranties contained in Section 4.18 relating to financial statements shall be deemed amended to mean the amount of the Revolver Commitments, Maximum Revolver Amount and Maximum Credit specified in refer to the most recent written notice from Agent annual, quarterly, and, if applicable, monthly financial statements furnished pursuant to Borrower Agent Section 5.1, and (2) no Default exists. Borrowers shall prepay any Advances outstanding on the Revolver Increase Effective Date to the extent necessary to keep the outstanding Advances ratable with any revised change in the Pro Rata Shares of the Revolving Lenders arising from any non-ratable increase in the Revolver Commitments, Maximum Revolver Amount and Maximum Credit, as applicableCommitments under this Section 2.4(g). (evi) Effective on the date of each increase This Section shall supersede any provisions in the Maximum Revolver Amount pursuant to this Section 2.1413.2, each reference in this Agreement to an amount of Excess Availability shall14.1, automatically and without any further action, be deemed to be increased so that the ratio of each amount of Excess Availability or Section 15.12(b) to the amount of the Maximum Revolver Amount or Maximum Credit, as applicable, after such increase in the Maximum Revolver Amount and Maximum Credit remains the same as the ratio of such the amount of Maximum Revolver Amount or Excess Availability, as applicable, to the amount of the Maximum Revolver Amount and Maximum Credit prior to such increase in the Maximum Revolver Amount and the Maximum Creditcontrary.

Increase in Maximum Revolver Amount. (ai) Borrower Agent may, at ProvidedNotwithstanding any time, deliver a written request to Agent to increase the Maximum Revolver Amount. Any such written request shall specify the amount of the increase in the Maximum Revolver Amount that Borrowers are requestingconsummated prior to the Sixth Amendment Effective Date, provided, that, (i) in no event shall the aggregate amount of any such increase cause the Maximum Revolver Amount to exceed $175,000,000, (ii) such request shall be for an increase of not less than $5,000,000, (iii) any such request shall be irrevocable, (iv) in no event shall there be more than one such increase in any calendar quarter, (v) in no event shall there be more than three such increases during the term of this Agreement, (vi) no Default or Event of Default shall exist or have occurred and be continuing and (vii) in no event shall there be any such increase after the date on which the Commitments have been reduced including pursuant to Section 2.4(cthat certain Joinder and Revolver Increase Agreement Regarding Amended and Restated Credit Agreement dated as of June 30, 2016 among Zions Bancorporation, N.A. (successor to ZB, N.A.) DBA Zions First National Bank, Agent, Boise Cascade and the Subsidiaries of this Agreement. Boise Cascade identified as Borrowers on the signature pages thereof, and provided there exists no Default, upon notice to Agent (b) Upon which shall promptly notify the receipt by Agent of any such written requestRevolving Lenders), Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) Borrowers may from time to increase the amount of its Commitment by an amount time, on up to its Pro Rata Share of the amount of the increase thereof requested by Borrower Agent as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within fifteen (15) days after the receipt of such notice from Agent whether it is willing to so increase its Commitmentthree occasions, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $250,000, and (ii) no then-existing Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the then-existing Lenders does not equal or exceed the amount of the request an increase in the Maximum Revolver Amount requested by Borrowers, Agent or Borrowers shall seek additional increases from new Lenders or Commitments from an amount (for all such Eligible Transferees reasonably satisfactory to Agent and Borrowers. In the event Lenders (or Lenders and requests) not exceeding $50,000,000; provided that any such Eligible Transfereesrequest for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice, as Administrative Borrower (in consultation with Agent) shall specify the case may betime period within which each Revolving Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Lenders). 127044148_2 (ii) Each Revolving Lender shall have committed the right, but shall be under no obligation, to participate in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the any requested increase in the Maximum Revolver Amount under this Section 2.4(g). Each Revolving Lender shall notify Agent within the time period specified in accordance with Section 2.4(g)(i) whether or not it agrees to increase its Revolver Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested by Borrower or permitted hereunder, Agent increase. Any Revolving Lender not responding within such time period shall then be deemed to have the right declined to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Borrowers. Notwithstanding anything to the contrary contained in this Agreement, if, in connection with arranging for such additional Commitments, Borrowers agree to pay to any such Lender or Eligible Transferee interest on such additional Commitments at rate that is greater than that paid to the other Lenders, such higher interest rate shall apply to all Lenders on all Commitmentsincrease its Revolver Commitment. (ciii) The Agent shall notify Borrowers and each Revolving Lender of the Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, and subject to the approval of Agent, Issuing Lender, and Swing Lender (which approvals shall not be unreasonably withheld), Borrowers may also invite additional Eligible Transferees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to Agent. (iv) If the Maximum Revolver Amount is increased in accordance with this Section 2.4(g), Agent and Borrowers shall determine the effective date (the “Revolver Increase Effective Date”) and the final allocation of such increase. Agent shall promptly notify Borrowers and Revolving Lenders of the final allocation of such increase and the Revolver Increase Effective Date. Upon the satisfaction of the conditions precedent set forth in Section 2.4(g)(v) on the proposed Revolver Increase Effective Date and, with respect to any new Revolving Lenders participating in the proposed increase, delivery to Agent of a joinder agreement in form and substance reasonably satisfactory to Agent and payment to Agent for Agent’s separate account a processing fee in the amount of $3,500 (unless otherwise agreed by Agent in its discretion), the Maximum Revolver Amount shall be so increased by the amount of the increase in the applicable Revolver Commitments from Revolving Lenders or new Revolver Commitments from Eligible Transferees, in each case selected in accordance with Section 2.14(b) above(without any need, for which Agent has received Assignment and Acceptances thirty (30) days after the date avoidance of doubt, to meet the request by Borrowers for the increase or such earlier date as Agent and Borrowers may agree (but subject to the satisfaction requirements of the conditions set forth belowSection 14.1 of this Agreement), whether or not the aggregate amount of the increase in Revolver Commitments and new Revolver Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Revolver Amount requested by Borrower Agent in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:. (iv) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Revolver Commitment as part of the As a condition precedent to any such increase in the Maximum Revolver Amount, an Assignment and Acceptance duly executed by such Lender or Eligible Transferee and Borrower, provided, that, the aggregate Revolver Commitments set forth in such Assignment and Acceptance(s) this Section 2.4(g), Borrowers shall be not less than $1,000,000; (ii) the conditions precedent deliver to the making Agent a certificate of Advances set forth in Section 3.2 shall be satisfied each Loan Party dated as of the date Revolver Increase Effective Date signed by the Secretary of such Loan Party (A) certifying and attaching the increase resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the Maximum Revolver Amountcase of Borrowers, both certifying that, before and after giving effect to such increase; (iii) such increase in the Maximum Revolver Amount, on as of the date of such certificate (1) the effectiveness thereof, shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority representations and shall not be enjoined, temporarily, preliminarily or permanently; (iv) there shall have been paid to each Lender warranties contained in Section 4 and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Revolver Amount all fees and expenses due and payable to such Person on or before the effectiveness of such increase; and (v) there shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all fees and expenses (including reasonable fees and expenses of counsel) due and payable pursuant to any of the Loan Documents on or before the effectiveness of such increase. (d) As of the effective date of any such increase in the Maximum Revolver Amount, each reference to the term Commitments, Maximum Revolver Amount and Maximum Credit herein, as applicable, and in any of the other Loan Documents are true and correct in all material respects on and as of the Revolver Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.4(g)(v), the representations and warranties contained in Section 4.18 relating to financial statements shall be deemed amended to mean the amount of the Revolver Commitments, Maximum Revolver Amount and Maximum Credit specified in refer to the most recent written notice from Agent annual, quarterly, and, if applicable, monthly financial statements furnished pursuant to Borrower Agent Section 5.1, and (2) no Default exists. Borrowers shall prepay any Advances outstanding on the Revolver Increase Effective Date to the extent necessary to keep the outstanding Advances ratable with any revised change 127044148_2 in the Pro Rata Shares of the Revolving Lenders arising from any non-ratable increase in the Revolver Commitments, Maximum Revolver Amount and Maximum Credit, as applicableCommitments under this Section 2.4(g). (evi) Effective on the date of each increase This Section shall supersede any provisions in the Maximum Revolver Amount pursuant to this Section 2.1413.2, each reference in this Agreement to an amount of Excess Availability shall14.1, automatically and without any further action, be deemed to be increased so that the ratio of each amount of Excess Availability or Section 15.12(b) to the amount of the Maximum Revolver Amount or Maximum Credit, as applicable, after such increase in the Maximum Revolver Amount and Maximum Credit remains the same as the ratio of such the amount of Maximum Revolver Amount or Excess Availability, as applicable, to the amount of the Maximum Revolver Amount and Maximum Credit prior to such increase in the Maximum Revolver Amount and the Maximum Creditcontrary.