Common use of Increase in Revolving Credit Commitment Clause in Contracts

Increase in Revolving Credit Commitment. (a) The Borrower may request an increase in Revolving Credit Commitments from the existing Revolving Loan Lenders from time to time upon not less than 15 days’ written notice to Administrative Agent and the Revolving Loan Lenders, as long as (i) the requested increase is offered on the same terms as the existing Revolving Credit Commitments, (ii) such new Revolving Credit Commitments shall be available at any time prior to the Final Maturity Date, (iii) the Revolving Loan made pursuant to such Revolving Credit Commitments are used for the general corporate purposes of the Borrower (including in connection with Permitted Acquisitions), and (iv) the Administrative Agent and the Revolving Loan Lenders consent in their sole discretion to such increase at the time of the request thereof (any Revolving Loans extended pursuant to this Section 2.05, “Incremental Revolving Loans”). (b) Upon satisfaction of the criteria set forth in Section 2.05(a), Administrative Agent shall promptly notify the existing Revolving Loan Lenders of the requested increase and, within 3 Business Days thereafter, each existing Revolving Loan Lender shall notify Administrative Agent in writing if and to what extent such existing Revolving Loan Lenders commits to increase its Revolving Credit Commitment. Any existing Revolving Loan Lenders not responding within such period shall be deemed to have declined an increase. For the avoidance of doubt, no existing Revolving Loan Lender shall be obligated to participate in any extension of Incremental Revolving Loans. All such increased Revolving Credit Commitments among committing Revolving Loan Lenders in connection with Incremental Revolving Loans shall be allocated on a pro rata basis (in accordance with such Revolving Loan Lenders Pro Rata Shares of the current Revolving Credit Commitments) between such participating Revolving Loan Lenders (or on such other basis as the participating Revolving Loan Lenders agree in their sole discretion). The Total Revolving Credit Commitment shall be increased by the requested amount (or such lesser amount committed) on a date agreed upon by Administrative Agent, the participating Revolving Loan Lenders and the Borrower and all such Incremental Revolving Loans made shall be deemed a “Revolving Loan” hereunder. The Administrative Agent, the Borrower, and the existing Revolving Loan Lenders making new Revolving Loans shall execute and deliver such customary documents and agreements as Administrative Agent deems reasonably appropriate to evidence the increase in and allocations of Revolving Credit Commitments. On the effective date of any such increase, the outstanding Revolving Loans and other exposures under the Revolving Credit Commitments shall be reallocated among Revolving Loan Lenders, and settled by Administrative Agent as necessary, in accordance with Revolving Loan Lenders’ adjusted shares of such Revolving Credit Commitments.

Increase in Revolving Credit Commitment. (a) a. The Borrower may request an increase in Revolving Credit Commitments from the existing Revolving Loan Lenders from time to time upon not less than 15 days’ written notice to Administrative Agent and the Revolving Loan Lenders, as long as (i) the requested increase is offered on the same terms as the existing Revolving Credit Commitments, (ii) such new Revolving Credit Commitments shall be available at any time prior to the Final Maturity Date, (iii) the Revolving Loan made pursuant to such Revolving Credit Commitments are used for the general corporate purposes of the Borrower (including in connection with Permitted Acquisitions), and (iv) the Administrative Agent and the Revolving Loan Lenders consent in their sole discretion to such increase at the time of the request thereof (any Revolving Loans extended pursuant to this Section 2.05, “Incremental Revolving Loans”). (b) b. Upon satisfaction of the criteria set forth in Section 2.05(a), Administrative Agent shall promptly notify the existing Revolving Loan Lenders of the requested increase and, within 3 Business Days thereafter, each existing Revolving Loan Lender shall notify Administrative Agent in writing if and to what extent such existing Revolving Loan Lenders commits to increase its Revolving Credit Commitment. Any existing Revolving Loan Lenders not responding within such period shall be deemed to have declined an increase. For the avoidance of doubt, no existing Revolving Loan Lender shall be obligated to participate in any extension of Incremental Revolving Loans. All such increased Revolving Credit Commitments among committing Revolving Loan Lenders in connection with Incremental Revolving Loans shall be allocated on a pro rata basis (in accordance with such Revolving Loan Lenders Pro Rata Shares of the current Revolving Credit Commitments) between such participating Revolving Loan Lenders (or on such other basis as the participating Revolving Loan Lenders agree in their sole discretion). The Total Revolving Credit Commitment shall be increased by the requested amount (or such lesser amount committed) on a date agreed upon by Administrative Agent, the participating Revolving Loan Lenders and the Borrower and all such Incremental Revolving Loans made shall be deemed a “Revolving Loan” hereunder. The Administrative Agent, the Borrower, and the existing Revolving Loan Lenders making new Revolving Loans shall execute and deliver such customary documents and agreements as Administrative Agent deems reasonably appropriate to evidence the increase in and allocations of Revolving Credit Commitments. On the effective date of any such increase, the outstanding Revolving Loans and other exposures under the Revolving Credit Commitments shall be reallocated among Revolving Loan Lenders, and settled by Administrative Agent as necessary, in accordance with Revolving Loan Lenders’ adjusted shares of such Revolving Credit Commitments.

Increase in Revolving Credit Commitment. (a) The Borrower may request an increase in Revolving Credit Commitments from Subject to the existing Revolving Loan Lenders from time to time upon not less than 15 days’ written notice to Administrative Agent and the Revolving Loan Lendersconditions set forth below, as long as (i) the requested increase is offered on the same terms as the existing Revolving Credit Commitments, (ii) such new Revolving Credit Commitments shall be available at any time prior to the Final Revolving Credit Maturity Date, the Borrower shall have the right upon not less than thirty (iii30) days’ prior written notice (an “Incremental Revolving Credit Commitment Notification”) to the Administrative Agent to increase the Revolving Credit Commitment in an aggregate principal amount for all such increases not to exceed $25,000,000 (the “Maximum Revolving Increase Amount”). Such Incremental Revolving Credit Commitment Notification shall specify the applicable Incremental Revolving Credit Commitment Effective Date. The Borrower shall not deliver more than four (4) Incremental Revolving Credit Commitment Notifications during the term of this Agreement subsequent to the Closing Date. (b) Increases in the Revolving Credit Commitment pursuant to this Section 2.7 shall be obtained from existing Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees (each such other bank, financial institution or investment fund, a “New Revolving Lender” and, collectively with the existing Lenders providing a portion of the proposed increase in the Revolving Credit Commitment pursuant to this Section 2.7, the “Incremental Revolving Credit Lenders”), in each case in accordance with this Section 2.7; provided that no existing Lender shall have any obligation to increase its Revolving Credit Commitment pursuant to this Section 2.7 and the failure by any existing Lender to respond to a request for such increase shall be deemed to be a refusal of such request by such existing Lender. (c) The following terms and conditions shall apply to each increase in the Revolving Credit Commitment pursuant to this Section 2.7: (i) such increase in the Revolving Credit Commitment pursuant to this Section 2.7 (and any Revolving Credit Loans made thereunder) shall constitute Obligations of the Borrower and shall be secured and guaranteed pursuant to the applicable Loan Documents on a pari passu basis with the other Extensions of Credit; (ii) the Borrower shall, upon the request of any Incremental Revolving Loan made pursuant to Credit Lender, execute such Revolving Credit Commitments Notes as are used for the general corporate purposes of the Borrower necessary to reflect such Incremental Revolving Credit Lender’s Revolving Credit Commitment; (including in connection with Permitted Acquisitions), and (iviii) the Administrative Agent and the Lenders shall have received from the Borrower an Officer’s Compliance Certificate, in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, as of the applicable Incremental Revolving Loan Lenders consent Credit Commitment Effective Date and after giving effect thereto and any Extensions of Credit made or to be made in their sole discretion connection therewith, the Borrower and its Subsidiaries are in pro forma compliance with the financial covenants set forth in Article X; (iv) no Default or Event of Default shall have occurred and be continuing as of the applicable Incremental Revolving Credit Commitment Effective Date or after giving effect to such increase at in the time of the request thereof (any Revolving Loans extended Credit Commitment pursuant to this Section 2.052.7; (v) the representations and warranties made by each Credit Party in this Agreement and the other Loan Documents shall be true and correct in all material respects (or, “if any such representation or warranty is subject to materiality or Material Adverse Effect qualifications, in all respects) on and as of the applicable Incremental Revolving Loans”Credit Commitment Effective Date with the same effect as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if subject to materiality or Material Adverse Effect qualifications, in all respects) as of such earlier date; (vi) the Administrative Agent shall have received a resolution duly adopted by the board of directors or equivalent governing body (or managers, as applicable) of each Credit Party authorizing such increase in the Revolving Credit Commitment pursuant to this Section 2.7; (vii) the amount of such increase in the Revolving Credit Commitment pursuant to this Section 2.7 shall not be less than a minimum principal amount of $7,500,000 (or, if less, the entire remaining available balance of the Maximum Revolving Increase Amount); (viii) the Borrower and each Incremental Revolving Credit Lender shall execute and deliver a Lender Addition and Acknowledgement Agreement to the Administrative Agent for its acceptance and recording in the Register, which shall be acknowledged by the Administrative Agent and each Guarantor and shall be in form and substance reasonably satisfactory to the Administrative Agent; (ix) the Administrative Agent shall have received any documents or information in connection with such increase in the Revolving Credit Commitment pursuant to this Section 2.7 as it may request in its reasonable discretion; and (x) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of L/C Obligations will be reallocated by the Administrative Agent on the applicable Incremental Revolving Credit Commitment Effective Date among the Lenders in accordance with their revised Revolving Credit Commitment Percentages (and the Lenders agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 5.9 in connection with such reallocation as if such reallocation were a repayment). (bd) Notwithstanding the provisions of Section 14.2 to the contrary, the Administrative Agent is hereby authorized to execute and deliver amendment documentation evidencing such amendments (or any other amendments necessary to effectuate the proposed increase in the Revolving Credit Commitment pursuant to this Section 2.7 on the terms set forth above) on behalf of the Lenders; provided that such amendment shall not modify this Agreement or any other Loan Document in any manner materially adverse to any Lender without the consent of such Lenders adversely affected thereby in accordance with Section 14.2 hereof. (e) Upon satisfaction the execution, delivery, acceptance and recording of the criteria applicable Lender Addition and Acknowledgment Agreement, from and after the applicable Incremental Revolving Credit Commitment Effective Date, (i) each Incremental Revolving Credit Lender shall have a Revolving Credit Commitment as set forth in the Register and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder and (ii) all Revolving Credit Loans made on account of any increase in the Revolving Credit Commitment pursuant to this Section 2.05(a), 2.7 shall bear interest at the rate applicable to the Revolving Credit Loans immediately prior to giving effect to such increase in the Revolving Credit Commitment pursuant to this Section 2.7. (f) The Administrative Agent shall promptly notify the existing Revolving Loan Lenders maintain a copy of the requested increase and, within 3 Business Days thereafter, each existing Revolving Loan Lender shall notify Administrative Agent in writing if Addition and Acknowledgment Agreement delivered to what extent such existing Revolving Loan Lenders commits to increase its Revolving Credit Commitment. Any existing Revolving Loan Lenders not responding within such period shall be deemed to have declined an increase. For the avoidance of doubt, no existing Revolving Loan Lender shall be obligated to participate in any extension of Incremental Revolving Loans. All such increased Revolving Credit Commitments among committing Revolving Loan Lenders in connection with Incremental Revolving Loans shall be allocated on a pro rata basis (it in accordance with such Revolving Loan Lenders Pro Rata Shares of the current Revolving Credit Commitments) between such participating Revolving Loan Lenders (or on such other basis as the participating Revolving Loan Lenders agree in their sole discretionSection 14.10(c). The Total Revolving Credit Commitment shall be increased by the requested amount (or such lesser amount committed) on a date agreed upon by Administrative Agent, the participating Revolving Loan Lenders and the Borrower and all such Incremental Revolving Loans made shall be deemed a “Revolving Loan” hereunder. The Administrative Agent, the Borrower, and the existing Revolving Loan Lenders making new Revolving Loans shall execute and deliver such customary documents and agreements as Administrative Agent deems reasonably appropriate to evidence the increase in and allocations of Revolving Credit Commitments. On the effective date of any such increase, the outstanding Revolving Loans and other exposures under the Revolving Credit Commitments shall be reallocated among Revolving Loan Lenders, and settled by Administrative Agent as necessary, in accordance with Revolving Loan Lenders’ adjusted shares of such Revolving Credit Commitments.