Common use of Increase in Revolving Commitment Clause in Contracts

Increase in Revolving Commitment. (a) The Borrower shall have the right to increase the Commitments (each such increase, an “Incremental Revolving Commitment”) by obtaining additional Commitments, either from one or more of the Lenders or another lending institution, provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) after giving effect thereto, the sum of the total of the additional Commitments (for all such requests, together with all requests for term loans pursuant to Section 2.24) does not exceed $150,000,000, (iii) the Administrative Agent, the Swingline Lender and Issuing Bank have approved the identity of any such new Lender, such approvals not to be unreasonably withheld, (iv) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (v) the procedures described in this Section 2.23 have been satisfied. Nothing contained in this Section 2.23 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time. (b) Any amendment hereto for such an increase shall be in form and substance satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrower and each Lender being added or increasing their Commitment. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a certificate the Borrower signed by an authorized officer of the Borrower (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties (x) specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date or (y) are already qualified as to materiality or by reference to Material Adverse Effect, in which case they shall be true and correct in all respects), (2) no Default exists and (3) the Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 6.11 and (ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent. (c) On the effective date of any such increase, (i) any Lender increasing (or, in the case of any newly added Lender, extending) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or addition) in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase, the Administrative Agent shall, and is hereby authorized and directed to, revise Schedule 2.01 to reflect such increase and shall distribute such revised Schedule 2.01 to each of the Lenders and the Borrower, whereupon such revised Schedule 2.01 shall replace the old Schedule 2.01 and become part of this Agreement.

Increase in Revolving Commitment. (a) The Borrower shall have the right to increase the Commitments (each such increase, an “Incremental Revolving Commitment”) by obtaining additional Commitments, either from one or more of the Lenders or another lending institution, provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) after giving effect thereto, the sum of the total of the additional Commitments (for all such requests, together with all requests for term loans pursuant to Section 2.24) does not exceed $150,000,000, (iii) the Administrative Agent, the Swingline Lender and Issuing Bank have approved the identity of any such new Lender, such approvals not to be unreasonably withheld, (iv) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (v) the procedures described in this Section 2.23 have been satisfied. Nothing contained in this Section 2.23 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time. (b) Any amendment hereto for such an increase shall be in form and substance satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrower and each Lender being added or increasing their Commitment. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a certificate the Borrower signed by an authorized officer of the Borrower (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties (x) specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date or (y) are already qualified as to materiality or by reference to Material Adverse Effect, in which case they shall be true and correct in all respects), (2) no Default exists and (3) the Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 6.11 and (ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent. (c) On the effective date of any such increase, (i) any Lender increasing (or, in the case of any newly added Lender, extending) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or addition) in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule 2.01 to reflect such increase and shall distribute such revised Commitment Schedule 2.01 to each of the Lenders and the Borrower, whereupon such revised Commitment Schedule 2.01 shall replace the old Commitment Schedule 2.01 and become part of this Agreement.

Increase in Revolving Commitment. The Borrower may on no more than three (3) occasions, upon prior written notice to the Lender, increase the Revolving Commitment by a maximum aggregate amount of all such increases, without regard to any subsequent repayment thereof, of up to TWENTY-FIVE MILLION DOLLARS ($25,000,000) from the Lender; provided, that: (a) The Borrower the Lender shall have the right be under no obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in the Commitments Lender’s sole and absolute discretion; (each such increase, an “Incremental Revolving Commitment”) by obtaining additional Commitments, either from one or more of the Lenders or another lending institution, provided that (ib) any such request for an increase shall be in a minimum aggregate principal amount of $25,000,000, 5,000,000 and integral multiples of $1,000,000 in excess thereof; (iic) the proceeds from any such increase shall only be used to for general corporate purposes; (d) no Default shall exist and be continuing at the time of such increase or after giving effect thereto, the sum of the total of the additional Commitments to any such increase; (for all such requests, together with all requests for term loans pursuant to Section 2.24) does not exceed $150,000,000, (iiie) the Administrative Agent, the Swingline Lender and Issuing Bank have approved the identity of any such new Lender, such approvals not to be unreasonably withheld, (iv) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (v) the procedures described in this Section 2.23 have been satisfied. Nothing contained in this Section 2.23 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time. (b) Any amendment hereto for such an increase Loan Parties shall be in form and substance satisfactory compliance with the financial covenants in Section 8.11 hereof on a Pro Forma Basis after giving effect to such increase; and (f) at least 10 Business Days prior to the Administrative Agent effectiveness of such increase (or such shorter time period acceptable to the Lender) and shall only require the written signatures of the Administrative Agent, the Borrower and each Lender being added or increasing their Commitment. As as a condition precedent to such increasethereto, the Borrower shall deliver to the Administrative Agent (i) Lender a certificate of the Borrower dated as of the date of such increase signed by an authorized officer a Responsible Officer of the Borrower (A1) certifying and attaching the resolutions adopted by the Borrower Credit Parties approving or consenting to such increase, (2) the other conditions to such increase set forth in this Section 2.13 have been satisfied (including detailed calculations evidencing the satisfaction of the conditions in clause (e) hereof) and (B2) certifying that, before and after giving effect to such increase or additionincrease, (1x) the representations and warranties contained in Article III VI and the other Loan Documents are true and correct in all material respects (or if qualified as to materiality, in all respects) on and as of the date of such increase, except to the extent that such representations and warranties (x) specifically refer to an earlier date, in which case they are true and correct in all material respects or in all respects, as applicable, as of such earlier date or date, and (y) are already qualified as to materiality or by reference to Material Adverse Effect, in which case they shall be true and correct in all respects), (2) no Default exists and (3) the Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 6.11 and (ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agentexists. (c) On the effective date of any such increase, (i) any Lender increasing (or, in the case of any newly added Lender, extending) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or addition) in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase, the Administrative Agent shall, and is hereby authorized and directed to, revise Schedule 2.01 to reflect such increase and shall distribute such revised Schedule 2.01 to each of the Lenders and the Borrower, whereupon such revised Schedule 2.01 shall replace the old Schedule 2.01 and become part of this Agreement.

Increase in Revolving Commitment. (a) The Borrower shall have the right to increase the Commitments (each such increase, an “Incremental Revolving Commitment”) by obtaining additional Commitments, either from one or more of the Lenders or another lending institution, provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00025,000,000 and an integral multiple of $5,000,000, (ii) after giving effect thereto, the sum of the total of the additional Commitments (for all such requests, together with all requests for term loans pursuant to Section 2.24) does not exceed $150,000,000100,000,000, (iii) the Administrative Agent, the Swingline Lender and the Issuing Bank Banks have approved the identity of any such new Lender, such approvals not to be unreasonably withheld, (iv) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (v) the procedures described in this Section 2.23 have been satisfied. Nothing contained in this Section 2.23 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time. (b) Any amendment hereto for such an increase shall be in form and substance satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrower and each Lender being added or increasing their Commitment. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a certificate the Borrower signed by an authorized officer of the Borrower (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties (x) specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date or (y) are already qualified as to materiality or by reference to Material Adverse Effect, in which case they shall be true and correct in all respects), (2) no Default exists and (3) the Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 6.11 6.10 and (ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent. (c) On the effective date of any such increase, (i) any Lender increasing (or, in the case of any newly added Lender, extending) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or addition) in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause paragraph (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule 2.01 to reflect such increase and shall distribute such revised Commitment Schedule 2.01 to each of the Lenders and the Borrower, whereupon such revised Commitment Schedule 2.01 shall replace the old Commitment Schedule 2.01 and become part of this Agreement.