Common use of Increase in Revolving Loan Commitments Clause in Contracts

Increase in Revolving Loan Commitments. On a single occasion after the date hereof, the Company may, by written notice to the Agent (but without the consent of the Agent) and with the consent of each Fronting Bank (such consent not to be unreasonably withheld), request that a Bank and/or a financial institution not already a Bank hereunder and acceptable to the Agent (each a "New Bank") increase the amount of the Revolving Loan Commitments in an aggregate amount not to exceed $50,000,000 (the "Commitment Increase") in one or more increments of at least $10,000,000 on the date specified in such notice (the "Effective Date"); provided that each Bank has the right of first refusal with respect to any such Commitment Increase and no Bank shall be required to participate in such Commitment Increase. Each New Bank (if any) shall become a Bank hereunder for all purposes of this Agreement and the other Basic Documents on the Effective Date. The Commitment Increase shall be subject to the satisfaction of the following conditions on or prior to the Effective Date: (i) the execution and delivery by each New Bank, each Bank increasing its Revolving Loan Commitment, the Agent, each Fronting Bank and the Company of an Increased Commitment Supplement; (ii) the Company has paid any amounts payable under Section 5.04 hereof as if the Loans being assigned pursuant to the foregoing clause (ii) were being prepaid; and (iii) no Default shall be continuing on the effective date thereof. If after giving effect to the requested increase, the outstanding Loans are not held pro rata in accordance with the new Revolving Loan Commitments, then, on the effective date of the Increased Commitment Supplement, the Banks shall make advances among themselves (either directly or through the Agent) so that after giving effect thereto the Loans will be held by the Banks (including any New Bank), pro rata in accordance with the Revolving Loan Commitment Percentages. Any advances made under this Section 2.01(b) by a Bank shall be deemed to be a purchase of a corresponding amount of the Loans of the Bank or Banks who shall receive such advances. The Revolving Loan Commitments of the Banks who do not agree to increase their Revolving Loan Commitments can not be reduced or otherwise changed pursuant to this Section 2.01(b). In connection with the advances made hereunder, the Company shall make any payments required by Section 5.04.

Increase in Revolving Loan Commitments. On a single occasion after Subject to the date hereofterms and conditions set forth herein, the Company mayBorrower Representative shall have the one-time right, by written notice to be exercised at any time prior to the Agent (but without the consent exercise of the Agent) and with the consent of each Fronting Bank (such consent not its option to be unreasonably withheld), request that a Bank and/or a financial institution not already a Bank hereunder and acceptable to the Agent (each a "New Bank") increase the amount of decrease or terminate the Revolving Loan Commitments Aggregate Commitment Amount under Section 2.01(a)(iii) or (iv) below, to cause an increase in the Aggregate Revolving Loan Commitment Amount by up to One Hundred Million Dollars ($100,000,000) (to an aggregate amount of not to exceed more than Three Hundred Fifty Million Dollars ($50,000,000 350,000,000) (the "Commitment Increase") in one or more increments “Increase Option”). The exercise of at least $10,000,000 on the date specified in such notice (the "Effective Date"); provided that each Bank has the right of first refusal with respect to any such Commitment Increase and no Bank Option shall be required to participate in such Commitment Increase. Each New Bank (if any) shall become a Bank hereunder for all purposes of this Agreement conditioned and the other Basic Documents on the Effective Date. The Commitment Increase shall be subject to effective upon the satisfaction of the following conditions on or prior to the Effective Dateconditions: (iA) the execution Borrowers shall obtain commitments for the amount of the Increase Option exercised from existing Lenders or other commercial banks or financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and delivery financial institutions shall join in this Credit Agreement as Lenders by each New Bank, each Bank increasing a Lender Joinder Agreement substantially in the form of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Loan Commitment, the Agent, each Fronting Bank and the Company of an Increased Commitment Supplementwithout its written consent); (iiB) if any Advances are outstanding at the Company has paid time of any such increase, the Borrowers shall make such payments and adjustments on the Advances (including payment of any break‑funding amounts payable owing under Section 5.04 hereof 3.05) as if the Loans being assigned pursuant may be necessary to the foregoing clause (ii) were being prepaid; and (iii) no Default shall be continuing on the effective date thereof. If after giving give effect to the revised commitment percentages and commitment amounts; (C) the Borrowers shall have executed any new or amended and restated Notes (to the extent requested increaseby the Lenders) to reflect the revised commitment amounts; (D) the conditions to the making of an Advance set forth in Section 4.02 shall be satisfied; and FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Page 45 (E) Guarantor shall provide a resolution of its Board of Directors authorizing the increase of the Loan contemplated by the Increase Option and upon Administrative Agent’s request, Guarantor shall execute a confirmation of the outstanding Loans are not held pro rata Guaranty. In connection with any such increase in accordance with the new Revolving Loan Commitments, then, on Schedule 2.01(a) shall be revised to reflect the effective date of the Increased Commitment Supplement, the Banks shall make advances among themselves (either directly or through the Agent) so that after giving effect thereto the Loans will be held by the Banks (including any New Bank), pro rata in accordance with the modified Revolving Loan Commitments and Revolving Loan Commitment Percentages. Any advances made under this Section 2.01(b) by a Bank shall be deemed to be a purchase of a corresponding amount Percentages of the Loans of Lenders, and the Bank or Banks who Borrowers shall receive such advances. The Revolving Loan Commitments of provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Banks who do not agree to increase their Revolving Loan Commitments can not be reduced or otherwise changed pursuant to this Section 2.01(b). In Administrative Agent and the Lenders in connection with the advances made hereunder, the Company shall make any payments required by Section 5.04therewith.

Increase in Revolving Loan Commitments. On a single occasion after the date hereof(a) The Borrower may, the Company mayat any time prior to January 31, 2005, by written notice to the Agent (but without the consent of the Administrative Agent) and with the consent of each Fronting Bank (such consent not to be unreasonably withheld), request that a Bank and/or a financial institution not already a Bank hereunder and acceptable to the Agent (each a "New Bank") increase the amount of the total Revolving Loan Commitments in Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Loan Amount at such time. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $50,000,000 500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Loan Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice), and shall also set forth the banks or other entities, which may include any Lender (any such bank or other entity (other than any such bank or entity that is a Revolving Loan Lender) being called an "Commitment IncreaseAugmenting Revolving Loan Lender" and each Revolving Loan Lender so agreeing to increase its Commitments being an "Increasing Revolving Loan Lender") in one agreeing to extend or more increments increase (as the case may be) Revolving Loan Commitments and the amount of at least $10,000,000 on the date specified in each such notice (the "Effective Date")Commitment; provided provided, however, that each Bank has the right of first refusal with respect to any such Commitment Increase and no Bank shall be required to participate in such Commitment Increase. Each New Bank (if any) shall become a Bank hereunder for all purposes of this Agreement and the other Basic Documents on the Effective Date. The Commitment Increase Augmenting Revolving Loan Lender shall be subject to the satisfaction prior written approval of the following conditions on or prior Administrative Agent and the Issuer (which approvals shall not be unreasonably withheld), and the Borrower and each Increasing Revolving Loan Lender and Augmenting Revolving Loan Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to the Effective Date: (i) the execution and delivery by each New Bank, each Bank increasing evidence its Revolving Loan CommitmentCommitment and/or its status as a Revolving Loan Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, the Agentor chooses not to arrange for, each Fronting Bank and the Company of an Increased Commitment Supplement;Augmenting Revolving Loan Lenders. (iib) Each of the Company has paid parties hereto hereby agrees that the Administrative Agent may take any amounts payable under Section 5.04 hereof and all actions as if the Loans being assigned pursuant may be reasonably necessary to the foregoing clause (ii) were being prepaid; and (iii) no Default shall be continuing on the effective date thereof. If ensure that, after giving effect to the requested increase, the outstanding Loans are not held pro rata in accordance with the new Revolving Loan Commitments, then, on the effective date of the Increased Commitment Supplement, the Banks shall make advances among themselves (either directly or through the Agent) so that after giving effect thereto the Loans will be held by the Banks (including any New Bank), pro rata in accordance with the Revolving Loan Commitment Percentages. Any advances made under this Section 2.01(b) by a Bank shall be deemed to be a purchase of a corresponding amount of the Loans of the Bank or Banks who shall receive such advances. The Revolving Loan Commitments of the Banks who do not agree to increase their Revolving Loan Commitments can not be reduced or otherwise changed pursuant to this Section 2.01(b)2.9, the outstanding Revolving Loans (if any) are held by the Revolving Loan Lenders in accordance with their new RL Percentages. In connection This may be accomplished at the discretion of the Administrative Agent, following consultation with the advances made hereunderBorrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Loan Borrowing, (ii) by causing Non-Increasing Revolving Loan Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Loan Lenders and/or Augmenting Revolving Loan Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 4.4, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Revolving Loan Commitments shall become effective under this Section 2.9 unless, (i) on the date of such increase, the Company conditions set forth in Section 5.2 shall make any payments required be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions and board resolutions consistent with those delivered on the Closing Date under Section 5.045.1.

Increase in Revolving Loan Commitments. On a single occasion (a) From and after the date hereofTranche B Repayment Date, upon prior notice to, and the written consent (which consent shall not be unreasonably withheld or delayed) of, the Company mayAgent, the Borrower may from time to time in writing, (i) request the Revolving Loan Lenders to increase their Revolving Loan Commitments and/or (ii) invite additional lenders to become Revolving Loan Lenders party to this Agreement, so as to increase the aggregate Revolving Loan Commitments to an amount requested by the Borrower not exceeding $710,000,000. At the time of sending such written notice to the Revolving Loan Lenders or any invitee, the Borrower (in consultation with the Agent) shall specify the time period within which each Revolving Loan Lender or invitee, as applicable, is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Loan Lenders or invitees) to such request. To the extent that the Borrower has requested the Revolving Loan Lenders to increase their respective Revolving Loan Commitments hereunder, each Revolving Loan Lender shall notify the Agent within such time period whether or not it agrees to increase its respective Revolving Loan Commitment and, if so, by what amount. Any Revolving Loan Lender not responding within such time period shall be deemed to have declined to increase its respective Revolving Loan Commitment. Notwithstanding anything herein to the contrary, no Revolving Loan Lender shall have any obligation whatsoever to increase its respective Revolving Loan Commitment hereunder. The consent of the Agent shall be required (which consent shall not be unreasonably withheld or delayed) in order for a lender that is not an existing Lender to become a party to this Agreement pursuant to this Section 2.14, but without the consent of the AgentLenders shall not be required in order for such lender to become a party to this Agreement pursuant to this Section 2.14. (b) If the aggregate Revolving Loan Commitments are increased in accordance with this Section 2.14, the Agent and with the consent Borrower shall determine the effective date of such increase (the “Increase Effective Date”). The Agent and the Borrower shall promptly notify the existing and additional Revolving Loan Lenders of the aggregate Revolving Loan Commitments, the final allocation of such aggregate Revolving Loan Commitments and the Increase Effective Date. Each existing Revolving Loan Lender that increases its Revolving Loan Commitment and each Fronting Bank (such consent not to be unreasonably withheld)additional Revolving Loan Lender, request that a Bank and/or a financial institution not already a Bank hereunder if any, and acceptable the Borrower shall execute and deliver to the Agent (each which the Agent shall also execute to acknowledge its acceptance thereof) a "New Bank"certificate substantially in the form of Exhibit H hereto (a “Revolving Loan Lender Certificate”). Upon receipt by the Agent of Revolving Loan Lender Certificates from existing Revolving Loan Lenders and additional Revolving Loan Lenders, if any, in an amount sufficient to effectuate an increase in the aggregate Revolving Loan Commitments: (i) increase the amount aggregate Revolving Loan Commitments shall be increased, (ii) the Agent shall amend and distribute to the Borrower (and post to Intralinks for the Lenders) a revised Part I of Schedule 3 of the Revolving Loan Commitments in an aggregate amount not to exceed $50,000,000 Commitment of each existing and additional Revolving Loan Lender and the revised Revolving Loan Percentage Shares of the Revolving Loan Lenders (the "Commitment Increase") in one or more increments of at least $10,000,000 on the date specified in such notice (the "Effective Date"); provided that each Bank has the right of first refusal with respect to any such Commitment Increase and no Bank which shall be required to participate in such Commitment Increase. Each New Bank (if any) shall become a Bank hereunder for all purposes of deemed incorporated into this Agreement and the other Basic Documents on the Effective Date. The Commitment Increase shall be subject to the satisfaction of the following conditions on or prior to the Effective Date: (i) the execution and delivery by each New BankAgreement), each Bank increasing its Revolving Loan Commitment, the Agent, each Fronting Bank and the Company of an Increased Commitment Supplement; (ii) the Company has paid any amounts payable under Section 5.04 hereof as if the Loans being assigned pursuant to the foregoing clause (ii) were being prepaid; and (iii) no Default shall be continuing on the effective date thereof. If after giving effect to the requested increase, the outstanding Loans are not held pro rata in accordance with the new each additional Revolving Loan Commitments, then, on the effective date of the Increased Commitment Supplement, the Banks shall make advances among themselves (either directly or through the Agent) so that after giving effect thereto the Loans will be held by the Banks (including any New Bank), pro rata in accordance with the Revolving Loan Commitment Percentages. Any advances made under this Section 2.01(b) by a Bank Lender shall be deemed to be a purchase of a corresponding amount party in all respects to this Agreement and the other Loan Documents to which the Revolving Loan Lenders are parties as of the Loans Increase Effective Date and (iv) upon the Increase Effective Date, the Revolving Loan Lenders parties to such Revolving Loan Lender Certificates shall purchase from the (other) Revolving Loan Lender parties to this Agreement immediately prior to the Increase Effective Date the portion of the Bank outstanding Revolving Loans (and participation interests in Letters of Credit) of each such (other) Revolving Loan Lender such that each Revolving Loan Lender (including any additional Revolving Loan Lender, if any) shall hold its respective revised Revolving Loan Percentage Share of the outstanding Revolving Loans (and participation interests in Letters of Credit) as reflected in the revised Part I of Schedule 3 required by this Section 2.14, provided that the Borrower shall pay any amounts due under Section 3.5 to the extent that any such purchase gives rise to the costs indemnified thereby. (c) As a condition precedent to such increase, the Borrower shall deliver to the Agent a counterpart of the Revolving Loan Lender Certificates dated as of the Increase Effective Date (for posting on Intralinks) signed by an Authorized Officer of the Borrower certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V are true and correct on and as of the Increase Effective Date and no Default or Banks who shall receive such advancesEvent of Default or Borrowing Base Deficiency exists. The Borrower shall execute and deliver replacement Revolving Loan Commitments Notes, as required, in accordance with Section 2.13 reflecting such Revolving Loan Lender’s Revolving Loan Commitment, which Revolving Loan Notes shall be dated as of the Banks who do not agree to increase their Revolving Loan Commitments can not be reduced or date of this Agreement and shall otherwise changed pursuant to this Section 2.01(b). In connection comply with the advances made hereunder, provisions of Section 2.14. (d) This Section shall supersede any provision in Section 10.1 to the Company shall make any payments required by Section 5.04contrary.”

Increase in Revolving Loan Commitments. On a single occasion after The Borrower shall have -------------------------------------- the date hereof, the Company may, by right upon at least fifteen (15) Business Days' prior written notice to the Agent (but without the consent of the Agent) and with the consent of each Fronting Bank (such consent not to be unreasonably withheld), request that a Bank and/or a financial institution not already a Bank hereunder and acceptable to the Agent (each a "New Bank") increase the amount of Revolving Committed Amount by up to $50,000,000, in a single increase, at any time on or after the Revolving Loan Commitments Closing Date, subject, however, in an aggregate amount not to exceed $50,000,000 (the "Commitment Increase") in one or more increments of at least $10,000,000 on the date specified in such notice (the "Effective Date"); provided that each Bank has the right of first refusal with respect to any such Commitment Increase and no Bank shall be required case, to participate in such Commitment Increase. Each New Bank (if any) shall become a Bank hereunder for all purposes of this Agreement and the other Basic Documents on the Effective Date. The Commitment Increase shall be subject to the ------- ------- satisfaction of the following conditions on or prior to the Effective Dateprecedent: (i) no Default or Event of Default has occurred and is continuing on the execution and delivery by each New Bank, each Bank increasing its date on which such Revolving Loan Commitment, the Agent, each Fronting Bank and the Company of an Increased Commitment SupplementCommitted Amount increase is to become effective; (ii) the Company has representations and warranties set forth in Section 6 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Revolving Committed Amount increase is to become effective; (iii) on or before the date on which such Revolving Committed Amount increase is to become effective, the Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Agent to be paid any amounts payable under Section 5.04 hereof as if the Loans being assigned pursuant to the foregoing clause in connection with such increase; (iiiv) were being prepaidsuch Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (iiiv) no Default such requested Revolving Commitment increase shall be continuing effective on the effective such date thereof. If after giving effect only to the requested increase, the outstanding Loans are not held pro rata in accordance with the new Revolving Loan Commitments, thenextent that, on or before such date, (A) the effective date of the Increased Commitment Supplement, the Banks Agent shall make advances among themselves (either directly or through the Agent) so that after giving effect thereto the Loans will be held by the Banks (including any New Bank), pro rata in accordance with the Revolving Loan Commitment Percentages. Any advances made under this Section 2.01(b) by a Bank shall be deemed to be a purchase of have received and accepted a corresponding amount of the Loans of the Bank or Banks who shall receive such advances. The Revolving Loan Commitments of the Banks who do not agree to increase their Revolving Loan Commitments can not be reduced or otherwise changed Additional Commitment(s) pursuant to this Section 2.01(b). In connection a commitment letter(s) acceptable to the Agent from one or more Lenders acceptable to the Agent and, with the advances made respect to any Lender that is not at such time a Lender hereunder, to the Company shall make Borrower and (B) each such Lender has executed an agreement in the form of Exhibit 3.4(b) hereto (each such -------------- agreement a "New Commitment Agreement"), accepted in writing therein ------------------------ by the Agent and, with respect to any payments required Lender that is not at such time a Lender hereunder, by Section 5.04the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Revolving Loan Commitments. On a single occasion after Subject to the date hereofterms and conditions set forth herein, the Company mayBorrower Representative shall have the one-time right, by written notice to be exercised at any time prior to the Agent (but without the consent exercise of the Agent) and with the consent of each Fronting Bank (such consent not its option to be unreasonably withheld), request that a Bank and/or a financial institution not already a Bank hereunder and acceptable to the Agent (each a "New Bank") increase the amount of decrease or terminate the Revolving Loan Commitments Aggregate Commitment Amount under Section 2.01(b)(iii) or (iv) below, to cause an increase in the Aggregate Revolving Loan Commitment Amount by up to Two Hundred Fifty Million Dollars ($250,000,000) (to an aggregate amount of not to exceed more than Six Hundred Fifty Million Dollars ($50,000,000 650,000,000) (the "Commitment Increase") in one or more increments of at least $10,000,000 on the date specified in such notice (the "Effective DateIncrease Option"); provided that each Bank has . The exercise of the right of first refusal with respect to any such Commitment Increase and no Bank Option shall be required to participate in such Commitment Increase. Each New Bank (if any) shall become a Bank hereunder for all purposes of this Agreement conditioned and the other Basic Documents on the Effective Date. The Commitment Increase shall be subject to effective upon the satisfaction of the following conditions on or prior to the Effective Dateconditions: (iA) the execution Borrowers shall obtain commitments for the amount of the Increase Option exercised from existing Lenders or other commercial banks or financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and delivery financial institutions shall join in this Credit Agreement as Lenders by each New Bank, each Bank increasing a Lender Joinder Agreement substantially in the form of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Loan Commitment, the Agent, each Fronting Bank and the Company of an Increased Commitment Supplementwithout its written consent); (iiB) if any Advances are outstanding at the time of any such increase, the Borrowers shall make such payments and adjustments on the Advances (including payment of any break‑funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (C) the Company has paid Borrowers shall have executed any amounts payable under Section 5.04 hereof as if the Loans being assigned pursuant new or amended and restated Notes (to the foregoing clause extent requested by the Lenders) to reflect the revised commitment amounts; (iiD) were being prepaidthe conditions to the making of an Advance set forth in Section 4.02 shall be satisfied; and (iiiE) no Default Guarantor shall be continuing on provide a resolution of its Board of Directors authorizing the effective date thereofincrease of the Loan contemplated by the Increase Option and upon Administrative Agent's request, Guarantor shall execute a confirmation of the Guaranty. If after giving effect to In connection with any such increase in the requested increase, the outstanding Loans are not held pro rata in accordance with the new Revolving Loan Commitments, then, on Schedule 2.01(b) shall be revised to reflect the effective date of the Increased Commitment Supplement, the Banks shall make advances among themselves (either directly or through the Agent) so that after giving effect thereto the Loans will be held by the Banks (including any New Bank), pro rata in accordance with the modified Revolving Loan Commitments and Revolving Loan Commitment Percentages. Any advances made under this Section 2.01(b) by a Bank shall be deemed to be a purchase of a corresponding amount Percentages of the Loans of Lenders, and the Bank or Banks who Borrowers shall receive such advances. The Revolving Loan Commitments of provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Banks who do not agree to increase their Revolving Loan Commitments can not be reduced or otherwise changed pursuant to this Section 2.01(b). In Administrative Agent and the Lenders in connection with the advances made hereunder, the Company shall make any payments required by Section 5.04therewith.