Common use of Increase of Revolving Committed Amount Clause in Contracts

Increase of Revolving Committed Amount. Unless a Default or an Event of Default has occurred and is continuing, the Borrowers, by written notice to the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Revolving Committed Amount be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate (such that the Revolving Committed Amount after such increase shall never exceed $800,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant to Section 3.5(b), (b) any Lender which is a party to this Credit Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (c) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount shall be agreed upon by the Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder.

Increase of Revolving Committed Amount. Unless a Default or an Event of Default has occurred Prior to the Maturity Date and is continuing, the Borrowers, by upon at least 15 days' prior written notice to the Administrative AgentAgent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), may request on up the Borrower shall have the right, subject to four the terms and conditions set forth below, to increase the Revolving Committed Amount; provided that (4a) occasions during the term such increase must be in a minimum amount of this Agreement that $10,000,000 and in integral multiples of $1,000,000 above such amount, (b) the Revolving Committed Amount cannot be increased by to an aggregate amount not less greater than the sum of (i) Six Hundred Million Dollars ($25,000,000 per request and not more than $200,000,000 in 600,000,000) minus (ii) the aggregate (such that amount of all reductions of the Revolving Committed Amount after such increase shall never exceed $800,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant to Section 3.5(b2.1(d), (b) any Lender which is a party to this Credit Agreement without the prior to such request for increasewritten consent of the Required Lenders, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (c) the Borrower shall execute and deliver such Note(s) as are necessary to reflect the increase in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increaseRevolving Committed Amount, (id) Schedule 1.1(a) hereto shall be amended to reflect the revised Revolving Committed Amount and aggregate Commitments of the committed Lenders and Lenders, (e) if any Loans are outstanding at the time of an increase in the Revolving Committed Amount Amount, the Borrower will prepay (provided that any such prepayment shall be increased, (iisubject to Section 3.14 hereof) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according one or more existing Loans in an amount necessary such that after giving effect to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount shall each Lender will hold its pro rata share (based on its share of the revised aggregate Commitments) of outstanding Loans and (f) during the first year following the Closing Date, the Revolving Committed Amount cannot be agreed upon by the Arrangers and the Borrowers increased until Bank of America has assigned at the time least $30,000,000 of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute its Revolving Loan Commitment to one or be deemed to constitute an agreement by any Lender to increase its Commitment hereundermore Eligible Assignees.

Increase of Revolving Committed Amount. Unless a At any time prior to the expiration of the Revolving Commitment Termination Date, and so long as no Default or an Event of Default has shall have occurred and which is continuing, Borrower may from time to time elect to increase the BorrowersRevolving Committed Amount to an amount not exceeding $385,000,000 minus any reductions in the Revolving Commitments pursuant to Section 2.5(a), by provided that (i) Borrower shall give at least fifteen (15) Business Days’ prior written notice of such increase to the Administrative Agent and each existing Lender, (ii) each existing Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Revolving Committed Amount by giving written notice of such election to Borrower and the Administrative Agent within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender does not exercise such election may the Borrower elect to add a new Lender, (iii) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Article X hereof), (iv) the addition of new Lenders shall be subject to the terms and provisions of Article X hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lender (to the extent applicable, i.e. required approvals, minimum amounts and the like), (v) Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Revolving Committed Amount be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate (such that the Revolving Committed Amount after such increase shall never exceed $800,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant to Section 3.5(b), (b) new Lender or any Lender which is a party to this Credit Agreement prior to such request for increase, at increasing its sole discretion, may elect to increase its Revolving Commitment, but (vi) no Lender shall not have any obligation right to so decrease its Revolving Commitment as a result of such increase its Commitmentof the Revolving Committed Amount, and (cvii) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing shall have no obligation to hold commitments for the requested increase. In the event that Lenders commit to any such increasearrange, (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by find or locate any Lender making an additional or new commitment, new bank or replacement Notes shall be issued, and (iv) other changes shall be made by way financial institution to participate in any unsubscribed portion of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount Amount, and (viii) each such increase shall be agreed upon by the Arrangers and the Borrowers in an aggregate amount of at the time of such increaseleast $10,000,000. Notwithstanding the foregoing, nothing in this Section 2.7 Borrower shall constitute be required to pay (or be deemed to constitute an agreement reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase its Commitment hereunderin the Revolving Committed Amount pursuant to this provision.

Increase of Revolving Committed Amount. Unless a Default or an Event of Default has occurred and is continuingcontinuing and subject to the Borrowers’ delivery of an officer’s certificate certifying compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.2 after giving effect to such increase (assuming that the Revolving Committed Amount is fully funded), the Borrowers, by written notice to the Administrative Agent, may request on up to four (4) occasions during the term of this Credit Agreement that the Revolving Committed Amount be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate aggregate, together with any incremental term loans under the Term Loan A Loan Agreement and the Term Loan B Loan Agreement (such that the Revolving Committed Amount after such increase shall never exceed $800,000,000, minus any incremental term loans under the Term Loan A Loan Agreement and Term Loan B Loan Agreement); provided that for any such request (a) such request shall have been made during the Borrowers shall not have requested period from the extension of the Revolving Loan Maturity Closing Date pursuant to Section 3.5(b)February 1, 2016, (b) any Lender which is a party to this Credit Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (c) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount shall be agreed upon by the Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder.

Increase of Revolving Committed Amount. Unless The Borrower shall have the right from time to time (but not later than sixty (60) days prior to the Maturity Date) to increase the Revolving Committed Amount up to a Default total amount of $150,000,000 by adding to this Agreement one or more other lenders (which may include any Lender (with the consent of such Lender)) (each such lender an Event "Additional Lender") with the approval of Default has occurred the Administrative Agent (not to be unreasonably withheld) and is continuing, the Borrowers, by written with notice to each Lender; provided, however, that the Borrower shall provide the Lenders with the opportunity to participate in such increase of the Revolving Committed Amount prior to soliciting other lenders. Each of the Additional Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Lender shall undertake a Revolving Commitment (and if any such Additional Lender is a Lender, its Revolving Commitment shall be in addition to such Lender's Revolving Commitment hereunder) in an amount at least equal to $10,000,000 or a larger integral multiple of $1,000,000, and upon the effectiveness of such agreement (the date of the effectiveness of any such agreement being hereinafter referred to as the "Increased Commitment Date") such Additional Lender shall thereupon become a "Lender" for all purposes of this Agreement. On the Increased Commitment Date, each Additional Lender shall by assignments from the other Lenders (which assignments shall be deemed to occur hereunder automatically, and without any requirement for additional documentation, on the Increased Commitment Date) acquire a portion of the Revolving Loans and Participation Interests of the other Lenders (and the Lenders shall, through the Administrative Agent, may request on up to four (4make such other adjustments among themselves as shall be necessary) occasions during the term of this Agreement so that the Revolving Committed Amount be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate (such that the Revolving Committed Amount after such increase shall never exceed $800,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant to Section 3.5(b), (b) any Lender which is a party to this Credit Agreement prior giving effect to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, assignments and (c) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of adjustments the Lenders shall be adjusted according to the reallocated hold Revolving Loan Commitment Percentages (or, Loans and Participation Interests hereunder ratably in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase accordance with their respective Revolving Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their and LOC Commitments. The fees payable by Borrower shall compensate each Lender whose outstanding Revolving Loans have decreased as a result of the Borrowers upon any foregoing assignments and adjustments as if such increase decrease were a payment or prepayment referred to in the Revolving Committed Amount shall be agreed upon by the Arrangers and the Borrowers at the time of such increaseSection 2.13 hereof. Notwithstanding the foregoing, nothing the increase in the aggregate Revolving Commitments hereunder pursuant to this Section 2.7 2.4 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder.effective only if:

Increase of Revolving Committed Amount. Unless a Default or an Event of Default has occurred and is continuing, the Borrowers, by written notice to the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Revolving Committed Amount be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 150,000,000 in the aggregate (such that the Revolving Committed Amount after such increase shall never exceed $800,000,000600,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant to Section 3.5(b), (b) any Lender which is a party to this Credit Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (c) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit Schedule 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount shall be agreed upon by the Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder.

Increase of Revolving Committed Amount. Unless a At any time prior to the expiration of the Revolving Commitment Termination Date, and so long as no Default or an Event of Default has shall have occurred and which is continuing, Borrower may elect to increase the BorrowersRevolving Committed Amount to an amount not exceeding $240,000,000 minus any reductions in the Revolving Commitments pursuant to Section 2.5(a), by provided that (i) Borrower shall give at least fifteen (15) Business Days’ prior written notice of such increase to the Administrative Agent and each existing Lender, (ii) each existing Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Revolving Committed Amount by giving written notice of such election to Borrower and the Administrative Agent within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender does not exercise such election may the Borrower elect to add a new Lender, (iii) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Article X hereof), (iv) the addition of new Lenders shall be subject to the terms and provisions of Article X hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (v) Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Revolving Committed Amount be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate (such that the Revolving Committed Amount after such increase shall never exceed $800,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant to Section 3.5(b), (b) new Lender or any Lender which is a party to this Credit Agreement prior to such request for increase, at increasing its sole discretion, may elect to increase its Revolving Commitment, but (vi) no Lender shall not have any obligation right to so decrease its Revolving Commitment as a result of such increase its Commitmentof the Revolving Committed Amount, and (cvii) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing shall have no obligation to hold commitments for the requested increase. In the event that Lenders commit to any such increasearrange, (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by find or locate any Lender making an additional or new commitment, new bank or replacement Notes shall be issued, and (iv) other changes shall be made by way financial institution to participate in any unsubscribed portion of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount Amount, and (viii) each such increase shall be agreed upon by the Arrangers and the Borrowers in an aggregate amount of at the time of such increaseleast $10,000,000. Notwithstanding the foregoing, nothing in this Section 2.7 Borrower shall constitute be required to pay (or be deemed to constitute an agreement reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase its Commitment hereunderin the Revolving Committed Amount pursuant to this provision.