Common use of Increases in Revolving Loan Commitment Clause in Contracts

Increases in Revolving Loan Commitment. Prior to the latest applicable Maturity Date and upon at least 45 days' prior written notice to the Administrative Agent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), the Borrower shall have the right, once during the term of this Credit Agreement and subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments; provided that (a) no Default or Event of Default shall exist at the time of the request or the proposed increase in the Commitments, (b) such increase must be in a minimum amount of $10,000,000 and in integral multiples of $1,000,000 above such amount, (c) the Commitments shall not be increased by an amount greater than $100,000,000 without the prior written consent of the Required Lenders, (d) no individual Lender's Commitment may be increased without such Lender's written consent, (e) the Borrower shall execute and deliver such Revolving Loan Note(s) as are necessary to reflect the increase in the Commitments, (f) Schedule 1.1(b) shall be amended to reflect the revised Commitments and revised Commitment Percentages of the Lenders and (g) if any Revolving Loans are outstanding at the time of an increase in the Commitments, the Borrower will prepay (provided that any such prepayment shall be subject to Section 4.3) one or more existing Revolving Loans in an amount necessary such that after giving effect to the increase in the Commitments each Lender will hold its pro rata share (based on its share of the revised Commitments) of outstanding Revolving Loans. Any such increase in the aggregate amount of the Commitments shall apply to (x) the Commitment of one or more existing Lenders requested by the Borrower to participate in such increase that accepts such request in the Lender's sole discretion; provided that if more than one Lender wishes to participate, then such increase shall be allocated pro rata among such Lenders and any Eligible Assignee referred to in (y) below (based on the amount that each such Lender was willing to increase its Commitment) and/or (y) the creation of a new Commitment by one or more institutions that is not an existing Lender; provided that any such institution (A) must be an Eligible Assignee, (B) must be acceptable to the Administrative Agent, (C) must have a Commitment of at least $10,000,000 and (D) must become a Lender under this Credit Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Credit Agreement in a manner acceptable to the Borrower and the Administrative Agent.

Increases in Revolving Loan Commitment. Prior Borrower shall have the right from time to time during the latest applicable Maturity five (5) year period immediately following the Closing Date and upon at least 45 days' not less than fifteen (15) Business Days’ prior written notice to the Administrative Agent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), request an increase in the Borrower shall have the right, once during the term of this Credit Agreement and subject then applicable Aggregate Revolving Loan Commitment in incremental amounts equal to the terms and conditions set forth below, $5,000,000 from existing Lenders and/or new lenders acceptable to increase the aggregate amount of the CommitmentsAgent; provided that (ai) no Default or Event of Default shall exist have occurred and be continuing at the time of the such request is made or the proposed increase in the Commitments, (b) such increase must be in a minimum amount of $10,000,000 and in integral multiples of $1,000,000 above such amount, (c) the Commitments shall not be increased by an amount greater than $100,000,000 without the prior written consent of the Required Lenders, (d) no individual Lender's Commitment may be increased without such Lender's written consent, (e) the Borrower shall execute and deliver such Revolving Loan Note(s) as are necessary to reflect the increase in the Commitments, (f) Schedule 1.1(b) shall be amended to reflect the revised Commitments and revised Commitment Percentages of the Lenders and (g) if any Revolving Loans are outstanding at the time such increase is to become effective, (ii) the Aggregate Revolving Loan Commitments of an Lenders (including any new lenders) shall in no event exceed $100,000,000 minus the aggregate original principal amount of any Indebtedness incurred under Section 5.5(j), (iii) Borrower shall have paid to Lenders that agree to increase in the Commitments, the Borrower will prepay (provided that any their Revolving Loan Commitment or such prepayment shall be subject to Section 4.3) one or more existing Revolving Loans new lenders a commitment fee in an amount necessary to be mutually agreed on by Borrower and such Lenders or new lenders with respect to the amount of the requested increase, (iv) Borrower shall have delivered to Agent an amendment to this Agreement reflecting the requested increase, (v) Borrower shall have duly executed and delivered to Lenders that agree to increase their Revolving Loan Commitment or such new lenders, if requested by such Lenders or such new lenders, Notes in the amount of the requested increase, (vi) if requested by Agent, Borrower shall have delivered to Agent, such opinions and authority documentation as Agent may reasonably require, with respect to the due authorization, execution and delivery and enforceability of such amendment to this Agreement and such additional Notes, (vii) after giving effect to any Revolving Loans made pursuant to such increase, the increase Credit Parties are in compliance on a pro forma basis with the Commitments each Lender will hold its pro rata share covenants set forth in Article VI, recomputed for the most recent quarter for which financial statements have been delivered and (based on its share of the revised Commitments) of outstanding Revolving Loans. Any such increase in the aggregate amount of the Commitments shall apply to (xviii) the Commitment of one or more existing Lenders requested by the Borrower interest rate with respect to participate in such increase that accepts such request in the Lender's sole discretion; provided that if more than one Lender wishes to participate, then such increase all Revolving Loans shall be allocated pro rata among such Lenders the same. Borrower acknowledges and agrees that no Lender shall be under any Eligible Assignee referred to in (y) below (based on the amount that each such Lender was willing obligation to increase its Commitment) and/or (y) the creation of a new Revolving Loan Commitment by one or more institutions that is not an existing Lender; provided that any such institution (A) must be an Eligible Assignee, (B) must be acceptable to the Administrative Agent, (C) must have a Commitment of at least $10,000,000 and (D) must become a Lender under this Credit Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Credit Agreement in a manner acceptable to the Borrower and the Administrative Agenthereunder.

Increases in Revolving Loan Commitment. Prior Borrower may, at its option at any time and from time to time on or before the latest applicable Maturity Date and third annual anniversary of the Effective Date, seek to increase the Aggregate Revolving Loan Commitment by up to an aggregate amount not exceeding Twenty Million Dollars ($20,000,000) (resulting in a maximum Aggregate Revolving Loan Commitment of One Hundred Fifty Million Dollars ($150,000,000)) upon at least 45 days' prior written notice to the Administrative Agent (Agent, which notice shall be promptly transmitted by specify the Administrative Agent to each Lender), the Borrower shall have the right, once during the term of this Credit Agreement and subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments; provided that any such incremental increase (awhich shall not be less than $10,000,000 and in $5,000,000 increments in excess thereof) and shall be delivered at a time when no Default or Event of Default shall exist at has occurred and is continuing. The Administrative Agent, subject to the time consent of the request Borrower, which shall not be unreasonably withheld or delayed, may allocate, as it determines in Administrative Agent’s sole discretion, the proposed incremental increase in the Commitments, Aggregate Revolving Loan Commitment on either a ratable basis to the Lenders (bwhich may be declined by any Lender in its sole discretion) or on a non pro-rata basis to one or more Lenders (which may be declined by any Lender in its sole discretion) and/or to other banks or entities reasonably acceptable to the Administrative Agent and the Borrower which have expressed a desire to commit to the increase in its Revolving Loan Commitment or become a Lender hereunder and commit to a Revolving Loan Commitment. The Administrative Agent will then notify each existing and potential new Lender of such increase must be in a minimum amount of $10,000,000 and in integral multiples of $1,000,000 above such amount, (c) the Commitments shall not be increased by an amount greater than $100,000,000 without the prior written consent revised allocations of the Required LendersAggregate Revolving Loan Commitment, (d) no individual Lender's including the desired increase. No increase in the Aggregate Revolving Loan Commitment may be increased without shall become effective until each of the existing or new Lenders extending such Lender's written consent, (e) incremental increase in its Revolving Loan Commitment and the Borrower shall execute have delivered to the Administrative Agent one or more documents, notes, opinions, and deliver other agreements in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states, inter alia, the amount of its Revolving Loan Note(s) Commitment increase, any such new Lender states its Revolving Loan Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder, the Borrower accepts such new Revolving Loan Commitments, and Borrower certifies that no Default or Event of Default has occurred and is continuing. After giving effect to such increase in the Aggregate Revolving Loan Commitment, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Revolving Loan Commitments, as are necessary revised to reflect accommodate the increase in the CommitmentsAggregate Revolving Loan Commitment. Upon any increase in the Aggregate Revolving Loan Commitment pursuant to this Section, the Borrower shall pay Administrative Agent for the ratable benefit of only the Lenders (fincluding any new Lender) Schedule 1.1(b) whose Revolving Loan Commitments are increased an upfront fee in an amount equal to what is mutually agreed to among the Borrower, the Lenders whose Revolving Loan Commitments are increased and the Administrative Agent. Upon any such increase and any new Lenders, Exhibit 3 shall be deemed to be amended to reflect such increase and any new Lenders, and the revised Commitments and revised Commitment Percentages of the Lenders and (g) if any Revolving Loans are outstanding at the time of an increase in the Commitments, the Borrower will prepay (provided that any such prepayment Administrative Agent shall be subject to Section 4.3) one or more existing Revolving Loans in an amount necessary such that after giving effect to the increase in the Commitments each Lender will hold its pro rata share (based on its share promptly deliver a copy of the revised Commitments) of outstanding Revolving Loans. Any such increase in the aggregate amount of the Commitments shall apply Exhibit 3 to (x) the Commitment of one or more existing Lenders requested by the Borrower to participate in such increase that accepts such request in the Lender's sole discretion; provided that if more than one each Lender wishes to participate, then such increase shall be allocated pro rata among such Lenders and any Eligible Assignee referred to in (y) below (based on the amount that each such Lender was willing to increase its Commitment) and/or (y) the creation of a new Commitment by one or more institutions that is not an existing Lender; provided that any such institution (A) must be an Eligible Assignee, (B) must be acceptable to the Administrative Agent, (C) must have a Commitment of at least $10,000,000 and (D) must become a Lender under this Credit Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Credit Agreement in a manner acceptable to the Borrower and the Administrative AgentBorrower.

Increases in Revolving Loan Commitment. Prior The Company may, at its option at any time and from time to time on or before the latest applicable Maturity Date and fourth annual anniversary of the Effective Date, seek to increase the Aggregate Revolving Loan Commitment by up to an aggregate amount not exceeding Twenty-Five Million Dollars ($25,000,000) (resulting in maximum Revolving Commitment of One Hundred Seventy-Five Million Dollars ($175,000,000)) upon at least 45 days' prior written notice to the Administrative Agent (Agent, which notice shall be promptly transmitted by specify the Administrative Agent to each Lender), the Borrower shall have the right, once during the term of this Credit Agreement and subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments; provided that any such incremental increase (awhich shall not be less than $10,000,000) and shall be delivered at a time when no Default or Event of Default shall exist at has occurred and is continuing. The Administrative Agent, subject to the time consent of the request Borrower, which shall not be unreasonably withheld or delayed, may allocate, as it determines in Administrative Agent's sole discretion, the proposed incremental increase in the Commitments, Revolving Loan Commitment on either a ratable basis to the Lenders (bwhich may be declined by any Lender in its sole discretion) or on a non pro-rata basis to one or more Lenders (which may be declined by any Lender in its sole discretion) and/or to other banks or entities reasonably acceptable to the Administrative Agent and the Borrower which have expressed a desire to accept the increase in its Revolving Loan Commitment. The Administrative Agent will then notify each existing and potentially new Lender of such increase must be in a minimum amount of $10,000,000 and in integral multiples of $1,000,000 above such amount, (c) the Commitments shall not be increased by an amount greater than $100,000,000 without the prior written consent revised allocations of the Required LendersAggregate Revolving Loan Commitment, (d) no individual Lender's including the desired increase. No increase in the Aggregate Revolving Loan Commitment may be increased without shall become effective until each of the existing or new Lenders extending such Lender's written consent, (e) incremental increase in its Revolving Loan Commitment and the Borrower shall execute have delivered to the Administrative Agent one or more documents, notes, opinions, and deliver other agreements in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states, inter alia, the amount of its Revolving Loan Note(s) Commitment increase, any such new Lender states its Revolving Loan Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder, the Borrower accepts such new Revolving Loan Commitments, and Borrower certifies that no Default or Event of Default has occurred and is continuing. After giving effect to such increase in the Aggregate Revolving Loan Commitment, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Revolving Loan Commitments, as are necessary revised to reflect accommodate the increase in the CommitmentsRevolving Loan Commitment. Upon any increase in the Aggregate Revolving Loan Commitment pursuant to this Section, the Borrower shall pay Administrative Agent for the ratable benefit of only the Lenders (fincluding any new Lender) Schedule 1.1(b) whose Revolving Loan Commitments are increased an upfront fee in an amount equal to what is mutually agreed to among the Borrower, the Lenders whose Revolving Loan Commitments are increased and the Administrative Agent. Upon any such increase, Exhibit 3 shall be deemed to be amended to reflect such increase and the revised Commitments and revised Commitment Percentages of the Lenders and (g) if any Revolving Loans are outstanding at the time of an increase in the Commitments, the Borrower will prepay (provided that any such prepayment Administrative Agent shall be subject to Section 4.3) one or more existing Revolving Loans in an amount necessary such that after giving effect to the increase in the Commitments each Lender will hold its pro rata share (based on its share promptly deliver a copy of the revised Commitments) of outstanding Revolving Loans. Any such increase in the aggregate amount of the Commitments shall apply Exhibit 3 to (x) the Commitment of one or more existing Lenders requested by the Borrower to participate in such increase that accepts such request in the Lender's sole discretion; provided that if more than one each Lender wishes to participate, then such increase shall be allocated pro rata among such Lenders and any Eligible Assignee referred to in (y) below (based on the amount that each such Lender was willing to increase its Commitment) and/or (y) the creation of a new Commitment by one or more institutions that is not an existing Lender; provided that any such institution (A) must be an Eligible Assignee, (B) must be acceptable to the Administrative Agent, (C) must have a Commitment of at least $10,000,000 and (D) must become a Lender under this Credit Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Credit Agreement in a manner acceptable to the Borrower and the Administrative AgentBorrower.

Increases in Revolving Loan Commitment. Prior The Company may, at its option at any time and from time to time on or before the latest applicable Maturity Date and third annual anniversary of the Effective Date, seek to increase the Aggregate Revolving Loan Commitment by up to an aggregate amount not exceeding $25,000,000 (resulting in maximum Revolving Commitment of $125,000,000) upon at least 45 days' prior written notice to the Administrative Agent (Agent, which notice shall be promptly transmitted by specify the Administrative Agent to each Lender), the Borrower shall have the right, once during the term of this Credit Agreement and subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments; provided that any such incremental increase (awhich shall not be less than $10,000,000) and shall be delivered at a time when no Default or Event of Default shall exist at has occurred and is continuing. The Administrative Agent, subject to the time consent of the request Borrower, which shall not be unreasonably withheld or delayed, may allocate, as it determines in Administrative Agent's sole discretion, the proposed incremental increase in the Commitments, Revolving Loan Commitment on either a ratable basis to the Lenders (bwhich may be declined by any Lender in its sole discretion) or on a non pro-rata basis to one or more Lenders (which may be declined by any Lender in its sole discretion) and/or to other banks or entities reasonably acceptable to the Administrative Agent and the Borrower which have expressed a desire to accept the increase in its Revolving Loan Commitment. The Administrative Agent will then notify each existing and potentially new Lender of such increase must be in a minimum amount of $10,000,000 and in integral multiples of $1,000,000 above such amount, (c) the Commitments shall not be increased by an amount greater than $100,000,000 without the prior written consent revised allocations of the Required LendersAggregate Revolving Loan Commitment, (d) no individual Lender's including the desired increase. No increase in the Aggregate Revolving Loan Commitment may be increased without shall become effective until each of the existing or new Lenders extending such Lender's written consent, (e) incremental increase in its Revolving Loan Commitment and the Borrower shall execute have delivered to the Administrative Agent one or more documents, notes, opinions, and deliver other agreements in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states, inter alia, the amount of its Revolving Loan Note(s) Commitment increase, any such new Lender states its Revolving Loan Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder, the Borrower accepts such new Revolving Loan Commitments, and Borrower certifies that no Default or Event of Default has occurred and is continuing. After giving effect to such increase in the Aggregate Revolving Loan Commitment, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Revolving Loan Commitments, as are necessary revised to reflect accommodate the increase in the CommitmentsRevolving Loan Commitment. Upon any increase in the Aggregate Revolving Loan Commitment pursuant to this Section, the Borrower shall pay Administrative Agent for the ratable benefit of only the Lenders (fincluding any new Lender) Schedule 1.1(b) whose Revolving Loan Commitments are increased an upfront fee in an amount equal to what is mutually agreed to among the Borrower, the Lenders whose Revolving Loan Commitments are increased and the Administrative Agent. Upon any such increase, Exhibit 3 shall be deemed to be amended to reflect such increase and the revised Commitments and revised Commitment Percentages of the Lenders and (g) if any Revolving Loans are outstanding at the time of an increase in the Commitments, the Borrower will prepay (provided that any such prepayment Administrative Agent shall be subject to Section 4.3) one or more existing Revolving Loans in an amount necessary such that after giving effect to the increase in the Commitments each Lender will hold its pro rata share (based on its share promptly deliver a copy of the revised Commitments) of outstanding Revolving Loans. Any such increase in the aggregate amount of the Commitments shall apply Exhibit 3 to (x) the Commitment of one or more existing Lenders requested by the Borrower to participate in such increase that accepts such request in the Lender's sole discretion; provided that if more than one each Lender wishes to participate, then such increase shall be allocated pro rata among such Lenders and any Eligible Assignee referred to in (y) below (based on the amount that each such Lender was willing to increase its Commitment) and/or (y) the creation of a new Commitment by one or more institutions that is not an existing Lender; provided that any such institution (A) must be an Eligible Assignee, (B) must be acceptable to the Administrative Agent, (C) must have a Commitment of at least $10,000,000 and (D) must become a Lender under this Credit Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Credit Agreement in a manner acceptable to the Borrower and the Administrative AgentBorrower.

Increases in Revolving Loan Commitment. Prior Borrower shall have the right from time to time during the latest applicable Maturity four (4) year period immediately following the Closing Date and upon at least 45 daysnot less than fifteen (15) Business Days' prior written notice to the Administrative Agent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), request an increase in the Borrower shall have the right, once during the term of this Credit Agreement and subject then applicable Aggregate Revolving Loan Commitment in incremental amounts equal to the terms and conditions set forth below, $5,000,000 from existing Lenders and/or new lenders acceptable to increase the aggregate amount of the CommitmentsAgent; provided that (ai) no Default or Event of Default shall exist have occurred and be continuing at the time of the such request is made or the proposed increase in the Commitments, (b) such increase must be in a minimum amount of $10,000,000 and in integral multiples of $1,000,000 above such amount, (c) the Commitments shall not be increased by an amount greater than $100,000,000 without the prior written consent of the Required Lenders, (d) no individual Lender's Commitment may be increased without such Lender's written consent, (e) the Borrower shall execute and deliver such Revolving Loan Note(s) as are necessary to reflect the increase in the Commitments, (f) Schedule 1.1(b) shall be amended to reflect the revised Commitments and revised Commitment Percentages of the Lenders and (g) if any Revolving Loans are outstanding at the time such increase is to become effective, (ii) the Aggregate Revolving Loan Commitments of an Lenders (including any new lenders) shall in no event exceed $100,000,000, (iii) Borrower shall have paid to Lenders that agree to increase in the Commitments, the Borrower will prepay (provided that any their Revolving Loan Commitment or such prepayment shall be subject to Section 4.3) one or more existing Revolving Loans new lenders a commitment fee in an amount necessary to be mutually agreed on by Borrower and such Lenders or new lenders with respect to the amount of the requested increase, (iv) Borrower shall have delivered to Agent an amendment to this Agreement reflecting the requested increase, (v) Borrower shall have duly executed and delivered to Lenders that agree to increase their Revolving Loan Commitment Notes or such new lenders, if requested by such Lenders or such new lenders, in the amount of the requested increase, (vi) if requested by Agent, Borrower shall have delivered to Agent, such opinions and authority documentation as Agent may reasonably require, with respect to the due authorization, execution and delivery and enforceability of such amendment to this Agreement and such additional Notes, (vii) after giving effect to any Revolving Loans made pursuant to such increase, the increase Credit Parties are in compliance on a pro forma basis with the Commitments each Lender will hold its pro rata share covenants set forth in Article VI, recomputed for the most recent quarter for which financial statements have been delivered and (based on its share of the revised Commitments) of outstanding Revolving Loans. Any such increase in the aggregate amount of the Commitments shall apply to (xviii) the Commitment of one or more existing Lenders requested by the Borrower interest rate with respect to participate in such increase that accepts such request in the Lender's sole discretion; provided that if more than one Lender wishes to participate, then such increase all Revolving Loans shall be allocated pro rata among such Lenders the same. Borrower acknowledges and agrees that no Lender shall be under any Eligible Assignee referred to in (y) below (based on the amount that each such Lender was willing obligation to increase its Commitment) and/or (y) the creation of a new Revolving Loan Commitment by one or more institutions that is not an existing Lender; provided that any such institution (A) must be an Eligible Assignee, (B) must be acceptable to the Administrative Agent, (C) must have a Commitment of at least $10,000,000 and (D) must become a Lender under this Credit Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Credit Agreement in a manner acceptable to the Borrower and the Administrative Agenthereunder.

Increases in Revolving Loan Commitment. Prior Borrower shall have the right from time to time during the latest applicable Maturity four (4) year period immediately following the Closing Date and upon at least 45 days' not less than fifteen (15) Business Days’ prior written notice to the Administrative Agent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), request an increase in the Borrower shall have the right, once during the term of this Credit Agreement and subject then applicable Aggregate Revolving Loan Commitment in incremental amounts equal to the terms and conditions set forth below, $5,000,000 from existing Lenders and/or new lenders acceptable to increase the aggregate amount of the CommitmentsAgent; provided that (ai) no Default or Event of Default shall exist have occurred and be continuing at the time of the such request is made or the proposed increase in the Commitments, (b) such increase must be in a minimum amount of $10,000,000 and in integral multiples of $1,000,000 above such amount, (c) the Commitments shall not be increased by an amount greater than $100,000,000 without the prior written consent of the Required Lenders, (d) no individual Lender's Commitment may be increased without such Lender's written consent, (e) the Borrower shall execute and deliver such Revolving Loan Note(s) as are necessary to reflect the increase in the Commitments, (f) Schedule 1.1(b) shall be amended to reflect the revised Commitments and revised Commitment Percentages of the Lenders and (g) if any Revolving Loans are outstanding at the time such increase is to become effective, (ii) the Aggregate Revolving Loan Commitments of an Lenders (including any new lenders) shall in no event exceed $100,000,000 minus the amount of the original aggregate principal amount of any Subordinated Indebtedness incurred under Section 5.5(j), (iii) Borrower shall have paid to Lenders that agree to increase in the Commitments, the Borrower will prepay (provided that any their Revolving Loan Commitment or such prepayment shall be subject to Section 4.3) one or more existing Revolving Loans new lenders a commitment fee in an amount necessary to be mutually agreed on by Borrower and such Lenders or new lenders with respect to the amount of the requested increase, (iv) Borrower shall have delivered to Agent an amendment to this Agreement reflecting the requested increase, (v) Borrower shall have duly executed and delivered to Lenders that agree to increase their Revolving Loan Commitment Notes or such new lenders, if requested by such Lenders or such new lenders, in the amount of the requested increase, (vi) if requested by Agent, Borrower shall have delivered to Agent, such opinions and authority documentation as Agent may reasonably require, with respect to the due authorization, execution and delivery and enforceability of such amendment to this Agreement and such additional Notes, (vii) after giving effect to any Revolving Loans made pursuant to such increase, the increase Credit Parties are in compliance on a pro forma basis with the Commitments each Lender will hold its pro rata share covenants set forth in Article VI, recomputed for the most recent quarter for which financial statements have been delivered and (based on its share of the revised Commitments) of outstanding Revolving Loans. Any such increase in the aggregate amount of the Commitments shall apply to (xviii) the Commitment of one or more existing Lenders requested by the Borrower interest rate with respect to participate in such increase that accepts such request in the Lender's sole discretion; provided that if more than one Lender wishes to participate, then such increase all Revolving Loans shall be allocated pro rata among such Lenders the same. Borrower acknowledges and agrees that no Lender shall be under any Eligible Assignee referred to in (y) below (based on the amount that each such Lender was willing obligation to increase its Commitment) and/or (y) the creation of a new Revolving Loan Commitment by one or more institutions that is not an existing Lender; provided that any such institution (A) must be an Eligible Assignee, (B) must be acceptable to the Administrative Agent, (C) must have a Commitment of at least $10,000,000 and (D) must become a Lender under this Credit Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Credit Agreement in a manner acceptable to the Borrower and the Administrative Agenthereunder.”