Common use of Increases in Revolving Loan Commitment Amount Clause in Contracts

Increases in Revolving Loan Commitment Amount. At any time that no Default has occurred and is continuing, and prior to the Revolving Loan Commitment Termination Date, the Company may notify the Revolving Loan Administrative Agent that the Company is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate amount of $50,000,000 in additional Revolving Loan Commitments. Upon receipt of such notice, the Revolving Loan Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Assignees to provide such additional Commitments. Nothing contained in this Section or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Commitments. If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional Commitments, (i) the Revolving Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) the Percentages of the respective Lenders in respect of the increased Revolving Loan Commitment Amount shall be proportionally adjusted (provided, however, that the amount equal to the adjusted Percentage of a Lender in respect of Revolving Loans multiplied by the Revolving Loan Commitment Amount as increased pursuant to clause (i) may not exceed the amount equal to the Percentage of such Lender in respect of Revolving Loans immediately prior to any adjustment made pursuant to this clause (ii) multiplied by the Revolving Loan Commitment Amount immediately prior to the corresponding increase thereof pursuant to clause (ii) without the consent of such Lender) and such adjustment shall be recorded in the Register and (iii) at such time and in such manner as the Company and the Revolving Loan Administrative Agent shall agree (it being understood that the Company and the Revolving Loan Administrative Agent will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Revolving Loans so as to cause the amounts of such Revolving Loans held by each Lender with a Percentage in excess of zero of the Revolving Loan Commitment to conform to its adjusted Percentage of the Revolving Loan Commitment and (iv) the Company shall execute and deliver any additional Notes, other amendments or modifications to any Loan Document, and any other certificates, consents or legal opinions as the Revolving Loan Administrative Agent may reasonably request.

Increases in Revolving Loan Commitment Amount. Additional --------------------------------------------------------- Term Loan Commitments. At any time that no Default has occurred and is --------------------- continuing, and prior to the Revolving Loan Commitment Termination Date, the Company Borrower may notify the Revolving Loan Administrative Agent Agents that the Company Borrower is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate amount of $50,000,000 in additional Revolving Loan CommitmentsCommitments and/or commitments to make Term-A Loans (any such commitment, an "Additional Term-A ----------------- Loan Commitment"; and the aggregate amount thereof agreed to be provided by the --------------- applicable Lenders or other lenders in response to any such request, an "Additional Term-A Loan Commitment Amount") and/or Term-B Loans (any such ---------------------------------------- commitment, an "Additional Term-B Loan Commitment"; and the aggregate amount --------------------------------- thereof agreed to be provided by the applicable Lenders or other lenders in response to any such request, an "Additional Term-B Loan Commitment Amount"). ---------------------------------------- Upon receipt of such notice, the Revolving Loan Administrative Syndication Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Assignees Institutions to provide such additional Commitments; provided, however, that the Syndication -------- ------- Agent will first offer each of the Lenders that then has a Percentage in excess of zero with respect to the applicable Tranche a pro rata portion of any such --- ---- additional Commitments. Alternatively, DLJ may commit to provide the full amount of the requested additional Commitments and then offer portions of such additional Commitments to the Lenders or other Eligible Institutions, subject to the proviso to the immediately preceding sentence. Nothing contained in this Section or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Commitments. If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional Commitments, (i) in the case of any Additional Term- A Loan Commitment or Additional Term-B Loan Commitment, upon the making of any Additional Term Loans pursuant to such Additional Term Loan Commitment, the Administrative Agent will adjust the amortization schedule set forth in clause ------ (g) or (h) of Section 3.1.1, as the case may be, so that the Borrower will repay --- --- ------------- an additional amount on each Quarterly Payment Date equal to whatever percentage of the Initial Term Loans of the applicable Tranche would have otherwise been due on such Quarterly Payment Date multiplied by the aggregate principal amount of such Additional Term Loans, with any remaining principal amount of such Additional Term Loans to be due and payable on the Stated Maturity Date for the applicable Tranche, (ii) in the case of an increase in the Revolving Loan Commitment Amount, (A) the Revolving Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (iiB) the Percentages of the respective Lenders in respect of the increased Revolving Loan Commitment Amount shall be proportionally adjusted (provided, however, that the amount equal to the adjusted Percentage of a Lender -------- ------- in respect of Revolving Loans multiplied by the Revolving Loan Commitment Amount as increased pursuant to clause (iA) may not exceed the amount equal to the ---------- Percentage of such Lender in respect of Revolving Loans immediately prior to any adjustment made pursuant to this clause (iiB) multiplied by the Revolving Loan ---------- Commitment Amount immediately prior to the corresponding increase thereof pursuant to clause (iiA) without the consent of such Lender) and such adjustment ---------- shall be recorded in the Register and (iiiC) at such time and in such manner as the Company Borrower and the Revolving Loan Administrative Syndication Agent shall agree (it being understood that the Company Borrower and the Revolving Loan Administrative Agent Agents will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Revolving Loans and participations in outstanding Letters of Credit so as to cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender with a Percentage in excess of zero of the Revolving Loan Commitment to conform to its adjusted Percentage of the Revolving Loan Commitment and (iviii) the Company Borrower shall execute and deliver any additional Notes, other amendments or modifications to any Loan Document, and any other certificates, consents or legal opinions as the Revolving Loan Administrative Agent Agents may reasonably request.

Increases in Revolving Loan Commitment Amount. At any time that no Default has occurred and is continuing, and prior to the Revolving Loan Commitment Termination Date, the Company Borrower may notify the Revolving Loan Administrative Agent in writing that the Company Borrower is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders Eligible Institutions not then a party to this Agreement provide up to an aggregate amount of $50,000,000 37,500,000 in additional Revolving Loan Commitments; provided, however, that each such increase in the Revolving Loan Commitment Amount shall be in a minimum amount of $10,000,000 and increments of $5,000,000 in excess thereof or if less, the excess of $37,500,000 over the aggregate amount of increases in the Revolving Loan Commitment Amount in accordance with the terms of this Section; provided, however, in no event shall the Revolving Loan Commitment Amount exceed $275,000,000. Upon receipt of such notice, the Revolving Loan Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Assignees Institutions to provide such additional Revolving Loan Commitments; provided, however, that the Administrative Agent will first offer each of the Lenders a pro rata portion of any such additional Revolving Loan Commitments. Alternatively, Wells Fargo may commit to provide the full amount or a portion of the xxxxested additional Revolving Loan Commitments and then offer portions of such additional Revolving Loan Commitments to the Lenders or other Eligible Institutions, subject to the proviso to the immediately preceding sentence. Nothing contained in this Section or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Revolving Loan Commitments. If and to the extent that any Lenders and/or other lenders Eligible Institutions agree, in their sole discretion, to severally provide any such additional Revolving Loan Commitments, (ia) the Revolving Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (iib) the Percentages of the respective Lenders in respect of the increased Revolving Loan Commitment Amount shall be proportionally adjusted (provided, however, that the amount equal to the adjusted Percentage of a Lender in respect of Revolving Loans multiplied by the Revolving Loan Commitment Amount as increased pursuant to clause (ia) may not exceed the amount equal to the Percentage of such Lender in respect of Revolving Loans immediately prior to any adjustment made pursuant to this clause (iib) multiplied by the Revolving Loan Commitment Amount immediately prior to the corresponding increase thereof pursuant to clause (iia) without the consent of such Lender) and such adjustment shall be recorded in the Register and (iiic) at such time and in such manner as the Company Borrower and the Revolving Loan Administrative Agent shall agree (it being understood that the Company Borrower and the Revolving Loan Administrative Agent will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Revolving Loans and participations in outstanding Letters of Credit so as to cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Lender with a Percentage in excess of zero of the Revolving Loan Commitment to conform to its adjusted Percentage of the Revolving Loan Commitment Commitment, as adjusted pursuant to clause (b) above and (ivd) the Company Borrower shall execute and deliver any additional Notes, other amendments or modifications to any Loan Document, and any other certificates, consents or legal opinions as the Revolving Loan Administrative Agent may reasonably request.