Common use of Increases of Revolving Loan Commitments Clause in Contracts

Increases of Revolving Loan Commitments. The Borrower shall have the right, without the consent of the Banks but subject to the approval of the Agent, to obtain additional Revolving Loan Commitments (the "Additional Commitments"), by either adding to this Agreement as additional Banks one or more Persons who meet all of the qualifications of an Eligible Assignee, or by obtaining from one or more Banks an increase in such Bank's Revolving Loan Commitment. All Additional Commitments that are received shall be applied as follows: (x) 50% of the first $20,000,000 of such Additional Commitments shall be used to replace and reduce Bank of America's Revolving Loan Commitment and the other 50% of the first $20,000,000 of such Additional Commitments shall be used to increase the aggregate amount of the Revolving Loan Commitments and (y) after the first $20,000,000 of Additional Commitments has been received then any subsequent Additional Commitments shall increase the aggregate amount of the Revolving Loan Commitments; provided, however, that no increase in the Revolving Loan Commitments pursuant to this paragraph shall cause the aggregate outstanding amount of the Revolving Loan Commitments to exceed the Revolving Loan Commitment Maximum Amount less the aggregate amount of all reductions and terminations of the Revolving Loan Commitments effectuated pursuant to paragraph (iii) below. The Borrower shall give to the Agent at least 5 Business Days advance notice of the Borrower's intention to obtain Additional Commitments pursuant to this paragraph. Such notice shall specify each new Bank or increasing Bank, the changes in the Revolving Loan Commitments that will result, and such other information as is reasonably requested by the Agent. Each new Bank or Bank agreeing to increase its Revolving Loan Commitment shall execute and deliver to the Agent a document satisfactory to the Agent pursuant to which it becomes a party hereto or increases its Revolving Loan Commitment, as the case may be, and for a new Bank specifies the administrative information that would be required in an Assignment and Acceptance. In addition, the Borrower shall execute and deliver appropriate Revolving Loan Notes reflecting the new Revolving Loan Commitments. Only upon the execution and delivery of all of the above described documents, shall any such new Bank constitute a "Bank" hereunder, or shall any Bank increasing such Bank's Revolving Loan Commitment have its Revolving Loan Commitment so increased, as the case may be. Upon delivery of the above described documents, the Agent shall record the new Revolving Loan Commitments in the Register and reallocate all outstanding Revolving Loan Advances and all participation interests in Letters of Credit so that the Banks hold such Revolving Loan Advances and participation interests in Letters of Credit ratably. Each such reallocation is subject to Section 2.6.

Increases of Revolving Loan Commitments. The Borrower shall have may, at any time after the rightClosing Date to but excluding the Maturity Date, without the consent of the Banks but subject to the approval of the Agent, to obtain additional Revolving Loan Commitments (the "Additional Commitments"), by either adding to this Agreement as additional Banks one or more Persons who meet all of the qualifications of an Eligible Assignee, or by obtaining from one or more Banks request an increase in such Bank's the then effective aggregate amount of the Revolving Loan Commitment. All Additional Commitments Commitments; provided that are received (1) no Default of Event of Default shall have occurred and be continuing or would result from giving effect to such increase, (2) each such increase shall be applied as follows: in an amount not less than $25,000,000, (x3) 50% of the first $20,000,000 of no such Additional Commitments increase shall be used to replace and reduce Bank of America's Revolving Loan Commitment and the other 50% of the first $20,000,000 of such Additional Commitments shall be used to increase cause the aggregate amount of the Revolving Loan Commitments of all Lenders to be more than $400,000,000, and (y4) after if requested, Borrower shall execute and deliver an amendment to this Agreement setting forth the first $20,000,000 amounts of Additional Commitments has been received then any subsequent Additional the Revolving Loan Commitments, as so increased, providing that the Increasing Lenders (as defined below) or New Lenders (as defined below) extending new Revolving Loan Commitments shall be Lenders for all purposes under this Agreement. No Lender shall have any obligation, express or implied, to offer to increase the aggregate amount of its Revolving Loan Commitment. Only the consent of each Lender agreeing to increase the amount of its Revolving Loan Commitment (each, an “Increasing Lender”) shall be required for an increase in the aggregate amount of the Revolving Loan Commitments; providedCommitments pursuant to this subsection 2.1A(iii). Each Increasing Lender shall, howeveras soon as practicable after receipt of Borrower’s request, specify the amount (if any) by which it agrees to increase its Revolving Loan Commitment. Borrower may accept some or all of the offered amounts or designate new lenders that no qualify as Eligible Assignees and that are reasonably acceptable to Administrative Agent as additional Lenders hereunder (“New Lenders”), which New Lenders may assume all or a portion of such increase. Borrower and Administrative Agent shall have discretion jointly to adjust the allocation of the increased aggregate amount of the Commitments among Increasing Lenders and New Lenders. Any such increase requested by the Borrower and agreed to by Increasing Lenders and/or New Lenders will become effective in the increased amount agreed upon by such Lenders (as adjusted by Borrower and Administrative Agent) upon delivery to Administrative Agent of (i) an executed instrument of joinder, in form and substance reasonably acceptable to Administrative Agent, signed by an authorized officer of each New Lender, (ii) notice of such increase to the Increasing Lenders and New Lenders, in form and substance reasonably acceptable to Administrative Agent, executed by Borrower, (iii) if the requested increase would cause (A) the sum of (x) the Revolving Loan Commitments pursuant to this paragraph shall cause the aggregate outstanding amount and (y) 10% of the Revolving Loan Commitments (in each case, after giving effect to such increase) to exceed (B) the Revolving Loan Commitment Maximum Amount less amount permitted therefor in the aggregate amount of all reductions and terminations of the Revolving Loan Commitments effectuated pursuant to paragraph (iii) below. The Borrower shall give Xxxx Xxxxxxx Agreement, a valid amendment to the Xxxx Xxxxxxx Agreement providing for and permitting such increased amount, and (iv) if requested, executed Notes issued by Company to such Lenders evidencing the increased Commitments). Notwithstanding anything to the contrary in subsection 10.1, Administrative Agent at least 5 Business Days advance notice of is authorized and permitted to (i) to the Borrower's intention extent necessary, reallocate any outstanding Loans ratably among the Lenders after giving effect to obtain Additional each such increase in the Commitments in accordance with each Lender’s Pro Rata Share, and (ii) amend the Loan Documents to the extent necessary to give effect to any increases pursuant to this paragraph. Such notice shall specify each new Bank or increasing Bank, the changes in the Revolving Loan Commitments that will result, and such other information as is reasonably requested by the Agent. Each new Bank or Bank agreeing to increase its Revolving Loan Commitment shall execute and deliver to the Agent a document satisfactory to the Agent pursuant to which it becomes a party hereto or increases its Revolving Loan Commitment, as the case may be, and for a new Bank specifies the administrative information that would be required in an Assignment and Acceptance. In addition, the Borrower shall execute and deliver appropriate Revolving Loan Notes reflecting the new Revolving Loan Commitments. Only upon the execution and delivery of all of the above described documents, shall any such new Bank constitute a "Bank" hereunder, or shall any Bank increasing such Bank's Revolving Loan Commitment have its Revolving Loan Commitment so increased, as the case may be. Upon delivery of the above described documents, the Agent shall record the new Revolving Loan Commitments in the Register and reallocate all outstanding Revolving Loan Advances and all participation interests in Letters of Credit so that the Banks hold such Revolving Loan Advances and participation interests in Letters of Credit ratably. Each such reallocation is subject to Section 2.6subsection 2.1A(iii).

Increases of Revolving Loan Commitments. The Borrower So long as no Default or Event of Default then exists or would result therefrom, the Company shall have the rightright at any time and from time to time after the repayment of all outstanding loans under the Existing Term Loan Agreement to request one or more Lenders to increase their respective Commitments, it being understood and agreed, however, that (i) no Lender shall be obligated to increase its Commitment as a result of any request by the Company, (ii) any Lender may so increase its Commitment without the consent of any other Lender but with the Banks but subject to the approval consent of the Agent, to obtain additional Revolving Loan Commitments (the "Additional Commitments"), by either adding to this Agreement as additional Banks one or more Persons who meet all of the qualifications of an Eligible Assignee, or by obtaining from one or more Banks an increase in such Bank's Revolving Loan Commitment. All Additional Commitments that are received shall be applied as follows: (xiii) 50% of the first $20,000,000 of such Additional Commitments shall be used to replace and reduce Bank of America's Revolving Loan Commitment and the other 50% of the first $20,000,000 of such Additional Commitments shall be used to increase the aggregate amount of the Revolving Loan Commitments and (y) after the first $20,000,000 of Additional Commitments has been received then any subsequent Additional Commitments shall increase the aggregate amount of the Revolving Loan Commitments; provided, however, that no increase in the Total Commitment pursuant to this Section 13.17 shall be in a minimum amount of at least $20,000,000 and in integral multiples of $1,000,000 in excess thereof, (iv) the Total Commitment may not be increased by more than $100,000,000 pursuant to this Section 13.17 and (v) any increase in the Commitment of any Lender pursuant to this Section 13.17 shall be done in coordination with the Agent. At the time of any increase in the Total Commitment pursuant to this Section 13.17, (i) the Borrowers shall, in coordination with the Agent, repay outstanding Revolving Loan Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders in each case so that the Lenders continue to participate in each Borrowing of Revolving Loans PRO RATA on the basis of their Commitments (after giving effect to any such increase in the Total Commitment pursuant to this Section 13.17) and with the Borrowers being jointly and severally obligated to pay to the respective Lenders the costs of the type referred to in Section 1.11 in connection with any such repayment and/or Borrowing, (ii) Schedule I shall be deemed modified to reflect the revised Commitments of the affected Lenders, (iii) upon surrender of any old Revolving Notes by those Lenders that have increased their Commitments pursuant to this paragraph shall cause the aggregate outstanding amount of the Revolving Loan Commitments to exceed the Revolving Loan Commitment Maximum Amount less the aggregate amount of all reductions and terminations of the Revolving Loan Commitments effectuated pursuant to paragraph (iii) below. The Borrower shall give Section 13.17, to the Agent at least 5 Business Days advance notice of the Borrower's intention to obtain Additional Commitments pursuant to this paragraph. Such notice shall specify each new Bank or increasing Bank, the changes in the Revolving Loan Commitments that will result, and such other information as is reasonably extent requested by such Lenders, new Revolving Notes will be issued, at the Agent. Each new Bank or Bank agreeing Borrowers' expense, to increase its Revolving Loan Commitment shall execute and deliver such Lenders to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the Agent a document extent needed to reflect the revised Commitments and (iv) the Company shall deliver evidence satisfactory to the Agent pursuant to which it becomes a party hereto Agent, including an officer's certificate of the Company (accompanied by any required financial calculations in reasonable detail) and an opinion of counsel for the Company, that the increase in the Total Commitment is permitted under, or increases its Revolving Loan Commitment, as the case may be, and for a new Bank specifies the administrative information that would be required in an Assignment and Acceptance. In additionsatisfied by, the Borrower shall execute and deliver appropriate Revolving Loan Notes reflecting the new Revolving Loan Commitments. Only upon the execution and delivery of all terms of the above described documents, shall any such new Bank constitute a "Bank" hereunder, or shall any Bank increasing such Bank's Revolving Loan Commitment have its Revolving Loan Commitment so increased, as the case may beSenior Subordinated Note Documents (if any). Upon delivery of the above described documents, the Agent shall record the new Revolving Loan Commitments in the Register and reallocate all outstanding Revolving Loan Advances and all participation interests in Letters of Credit so that the Banks hold such Revolving Loan Advances and participation interests in Letters of Credit ratably. Each such reallocation is subject to Section 2.6.* * *

Increases of Revolving Loan Commitments. The Borrower shall have may, at any time after the right, without Closing Date to but excluding the consent of the Banks but subject to the approval of the Agent, to obtain additional Revolving Loan Commitments (the "Additional Commitments")Commitment Termination Date, by either adding to this Agreement as additional Banks one or more Persons who meet all of the qualifications of an Eligible Assignee, or by obtaining from one or more Banks request an increase in such Bank's the then effective aggregate amount of the Revolving Loan Commitment. All Additional Commitments Commitments; provided that are received (1) no Default of Event of Default shall have occurred and be continuing or would result from giving effect to such increase, (2) each such increase shall be applied as follows: in an amount not less than $25,000,000, (x3) 50% of the first $20,000,000 of no such Additional Commitments increase shall be used to replace and reduce Bank of America's Revolving Loan Commitment and the other 50% of the first $20,000,000 of such Additional Commitments shall be used to increase cause the aggregate amount of the Revolving Loan Commitments of all Lenders to be more than $400,000,000, and (y4) after if requested, Borrower shall execute and deliver an amendment to this Agreement setting forth the first $20,000,000 amounts of Additional Commitments has been received then any subsequent Additional the Revolving Loan Commitments, as so increased, providing that the Increasing Lenders (as defined below) or New Lenders (as defined below) extending new Revolving Loan Commitments shall be Lenders for all purposes under this Agreement. No Lender shall have any obligation, express or implied, to offer to increase the aggregate amount of its Revolving Loan Commitment. Only the consent of each Lender agreeing to increase the amount of its Revolving Loan Commitment (each, an “Increasing Lender”) shall be required for an increase in the aggregate amount of the Revolving Loan Commitments; provided, however, that no increase in the Revolving Loan Commitments pursuant to this paragraph subsection 2.1A(iii). Each Increasing Lender shall, as soon as practicable after receipt of Borrower’s request, specify the amount (if any) by which it agrees to increase its Revolving Loan Commitment. Borrower may accept some or all of the offered amounts or designate new lenders that qualify as Eligible Assignees and that are reasonably acceptable to Administrative Agent as additional Lenders hereunder (“New Lenders”), which New Lenders may assume all or a portion of such increase. Borrower and Administrative Agent shall cause have discretion jointly to adjust the allocation of the increased aggregate outstanding amount of the Commitments among Increasing Lenders and New Lenders. Any such increase requested by the Borrower and agreed to by Increasing Lenders and/or New Lenders will become effective in the increased amount agreed upon by such Lenders (as adjusted by Borrower and Administrative Agent) upon delivery to Administrative Agent of (i) an executed instrument of joinder, in form and substance reasonably acceptable to Administrative Agent, signed by an authorized officer of each New Lender, (ii) notice of such increase to the Increasing Lenders and New Lenders, in form and substance reasonably acceptable to Administrative Agent, executed by Borrower, (iii) if the requested increase would cause the Revolving Loan Commitments to exceed the Revolving Loan Commitment Maximum Amount less amount permitted therefor in the aggregate amount of all reductions and terminations of the Revolving Loan Commitments effectuated pursuant to paragraph (iii) below. The Borrower shall give Xxxx Xxxxxxx Agreement, a valid amendment to the Xxxx Xxxxxxx Agreement providing for and permitting such increased amount, and (iv) if requested, executed Notes issued by Company to such Lenders evidencing the increased Commitments). Notwithstanding anything to the contrary in subsection 10.1, Administrative Agent at least 5 Business Days advance notice of is authorized and permitted to (i) to the Borrower's intention extent necessary, reallocate any outstanding Loans ratably among the Lenders after giving effect to obtain Additional each such increase in the Commitments in accordance with each Lender’s Pro Rata Share, and (ii) amend the Loan Documents to the extent necessary to give effect to any increases pursuant to this paragraph. Such notice shall specify each new Bank or increasing Bank, the changes in the Revolving Loan Commitments that will result, and such other information as is reasonably requested by the Agent. Each new Bank or Bank agreeing to increase its Revolving Loan Commitment shall execute and deliver to the Agent a document satisfactory to the Agent pursuant to which it becomes a party hereto or increases its Revolving Loan Commitment, as the case may be, and for a new Bank specifies the administrative information that would be required in an Assignment and Acceptance. In addition, the Borrower shall execute and deliver appropriate Revolving Loan Notes reflecting the new Revolving Loan Commitments. Only upon the execution and delivery of all of the above described documents, shall any such new Bank constitute a "Bank" hereunder, or shall any Bank increasing such Bank's Revolving Loan Commitment have its Revolving Loan Commitment so increased, as the case may be. Upon delivery of the above described documents, the Agent shall record the new Revolving Loan Commitments in the Register and reallocate all outstanding Revolving Loan Advances and all participation interests in Letters of Credit so that the Banks hold such Revolving Loan Advances and participation interests in Letters of Credit ratably. Each such reallocation is subject to Section 2.6subsection 2.1A(iii).

Increases of Revolving Loan Commitments. The So long as no Default --------------------------------------- or Event of Default then exists or would result therefrom, the Borrower shall have the rightright at any time and from time to time to request one or more Lenders to increase their respective Revolving Loan Commitments, it being understood and agreed, however, that (i) no Lender shall be obligated to increase its Revolving Loan Commitment as a result of any request by the Borrower, (ii) any Lender may so increase its Revolving Loan Commitment without the consent of any other Lender, (iii) any increase in the Banks but subject Total Revolving Loan Commitment pursuant to this Section 13.18 shall be in a minimum amount of at least $1,000,000 (iv) the approval Total Revolving Loan Commitment may not be increased by more than $5,000,000 pursuant to this Section 13.18, (v) the Borrower may not request any Lender to increase its Revolving Loan Commitment without first obtaining the prior consent of the Syndication Agent and the Administrative Agent, (vi) no increase in the Total Revolving Loan Commitment pursuant to obtain this Section 13.18 may be made unless same is permitted under Section 13.17 and (vii) any increase in the Revolving Loan Commitment of any Lender pursuant to this Section 13.18 shall be made in coordination with the Administrative Agent. At the time of any increase in the Total Revolving Loan Commitment pursuant to this Section 13.18, (i) the Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders in each case so that the Lenders continue to participate in each Borrowing of Revolving Loans pro rata on the basis of their --- ---- respective Revolving Loan Commitments (the "Additional Commitments"), by either adding after giving effect to this Agreement as additional Banks one or more Persons who meet all of the qualifications of an Eligible Assignee, or by obtaining from one or more Banks an any such increase in such Bank's Revolving Loan Commitment. All Additional Commitments that are received shall be applied as follows: (x) 50% of the first $20,000,000 of such Additional Commitments shall be used to replace and reduce Bank of America's Total Revolving Loan Commitment pursuant to this Section 13.18) and with the other 50% Borrower being obligated to pay to the respective Lenders the costs of the first $20,000,000 of type referred to in Section 1.11 in connection with any such Additional Commitments repayment and/or Borrowing, (ii) Schedule I shall be used deemed modified to increase reflect the aggregate amount of the revised Revolving Loan Commitments of the affected Lenders, and (yiii) after the first $20,000,000 upon surrender of Additional Commitments has been received then any subsequent Additional Commitments shall increase the aggregate amount of the old Revolving Loan Commitments; provided, however, Notes by those Lenders that no increase in the have increased their Revolving Loan Commitments pursuant to this paragraph shall cause the aggregate outstanding amount of the Revolving Loan Commitments to exceed the Revolving Loan Commitment Maximum Amount less the aggregate amount of all reductions and terminations of the Revolving Loan Commitments effectuated pursuant to paragraph (iii) below. The Borrower shall give Section 13.18, to the Agent extent requested by such Lenders, new Revolving Notes will be issued, at least 5 Business Days advance notice of the Borrower's intention expense, to obtain Additional Commitments pursuant such Lenders to this paragraph. Such notice shall specify each new Bank or increasing Bank, be in conformity with the changes in the Revolving Loan Commitments that will result, and such other information as is reasonably requested by the Agent. Each new Bank or Bank agreeing to increase its Revolving Loan Commitment shall execute and deliver requirements of Section 1.05 (with appropriate modifications) to the Agent a document satisfactory extent needed to reflect the Agent pursuant to which it becomes a party hereto or increases its Revolving Loan Commitment, as the case may be, and for a new Bank specifies the administrative information that would be required in an Assignment and Acceptance. In addition, the Borrower shall execute and deliver appropriate Revolving Loan Notes reflecting the new revised Revolving Loan Commitments. Only upon the execution and delivery of all of the above described documents, shall any such new Bank constitute a "Bank" hereunder, or shall any Bank increasing such Bank's Revolving Loan Commitment have its Revolving Loan Commitment so increased, as the case may be. Upon delivery of the above described documents, the Agent shall record the new Revolving Loan Commitments in the Register and reallocate all outstanding Revolving Loan Advances and all participation interests in Letters of Credit so that the Banks hold such Revolving Loan Advances and participation interests in Letters of Credit ratably. Each such reallocation is subject to Section 2.6.

Increases of Revolving Loan Commitments. The So long as no Default --------------------------------------- or Event of Default then exists or would result therefrom, the Borrower shall have the rightright at any time and from time to time through and including December 1, 2000, and upon at least 30 days prior notice to the Administrative Agent to request one or more Banks to increase their respective Revolving Loan Commitments, it being understood and agreed, however, that (i) no Bank shall be obligated to increase its Revolving Loan Commitment as a result of any request by the Borrower, (ii) any Bank may so increase its Revolving Loan Commitment without the consent of any other Bank, but with the prior consent or the Administrative Agent, (iii) any increase in the Total Revolving Loan Commitment pursuant to this Section 13.17 shall be in a minimum amount of at least $10,000,000, (iv) the Total Revolving Loan Commitment may not be increased by more than $50,000,000 in the aggregate pursuant to this Section 13.17, (v) any increase in the Revolving Loan Commitment of any Bank pursuant to this Section 13.17 shall be done in coordination with the Administrative Agent, (vi) any such increase must be effective prior to December 31, 2000 and (vii) the fees payable to any Bank for increasing its Revolving Loan Commitment pursuant to this section 13.17 shall not exceed the average up-front fees paid to the Banks but subject on the Effective Date in respect of their Revolving Loan Commitments. At the time of any increase in the Total Revolving Loan Commitment pursuant to this Section 13.17, (i) the approval of Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain Banks and, if necessary, incur additional Revolving Loans from other Banks in each case so that the Banks continue to obtain additional participate in each Borrowing of Revolving Loans pro rata on the --- ---- basis of their respective Revolving Loan Commitments (the "Additional Commitments"), by either adding after giving effect to this Agreement as additional Banks one or more Persons who meet all of the qualifications of an Eligible Assignee, or by obtaining from one or more Banks an any such increase in such Bank's Revolving Loan Commitment. All Additional Commitments that are received shall be applied as follows: (x) 50% of the first $20,000,000 of such Additional Commitments shall be used to replace and reduce Bank of America's Total Revolving Loan Commitment pursuant to this Section 13.17) and with the other 50% Borrower being obligated to pay to the respective Banks the costs of the first $20,000,000 of type referred to in Section 1.11 in connection with any such Additional Commitments repayment and/or Borrowing, (ii) Schedule I shall be used deemed modified to increase reflect the aggregate amount of the revised Revolving Loan Commitments of the affected Banks, and (yiii) after the first $20,000,000 upon surrender of Additional Commitments has been received then any subsequent Additional Commitments shall increase the aggregate amount of the old Revolving Loan Commitments; provided, however, Notes by those Lenders that no increase in the have increased their Revolving Loan Commitments pursuant to this paragraph shall cause the aggregate outstanding amount of the Revolving Loan Commitments to exceed the Revolving Loan Commitment Maximum Amount less the aggregate amount of all reductions and terminations of the Revolving Loan Commitments effectuated pursuant to paragraph (iii) below. The Borrower shall give Section 13.17, to the Agent extent requested by such Banks, new Revolving Notes will be issued, at least 5 Business Days advance notice of the Borrower's intention expense, to obtain Additional Commitments pursuant such Banks to this paragraph. Such notice shall specify each new Bank or increasing Bank, be in conformity with the changes in the Revolving Loan Commitments that will result, and such other information as is reasonably requested by the Agent. Each new Bank or Bank agreeing to increase its Revolving Loan Commitment shall execute and deliver requirements of Section 1.05 (with appropriate modifications) to the Agent a document satisfactory extent needed to reflect the Agent pursuant to which it becomes a party hereto or increases its Revolving Loan Commitment, as the case may be, and for a new Bank specifies the administrative information that would be required in an Assignment and Acceptance. In addition, the Borrower shall execute and deliver appropriate Revolving Loan Notes reflecting the new revised Revolving Loan Commitments. Only upon the execution and delivery of all of the above described documents, shall any such new Bank constitute a "Bank" hereunder, or shall any Bank increasing such Bank's Revolving Loan Commitment have its Revolving Loan Commitment so increased, as the case may be. Upon delivery of the above described documents, the Agent shall record the new Revolving Loan Commitments in the Register and reallocate all outstanding Revolving Loan Advances and all participation interests in Letters of Credit so that the Banks hold such Revolving Loan Advances and participation interests in Letters of Credit ratably. Each such reallocation is subject to Section 2.6.

Increases of Revolving Loan Commitments. The Borrower Notwithstanding the provisions of Section 11.2, so long as no Default or Event of Default then exists or would result therefrom, the Company shall have the rightright at any time and from time to time to request one or more Lenders to increase their respective Commitments (or to request an Eligible Assignee to provide a Commitment), without it being understood and agreed, however, that (i) no Lender shall be obligated to increase its Commitment as a result of any request by the Company, (ii) any Lender may so increase its Commitment (and any Eligible Assignee may provide a Commitment)without the consent of any other Lender but with the consent of the Banks but subject Agent (such consent not to be unreasonably withheld),(iii) any increase in the approval Total Commitment pursuant to this Section 11.21 shall be in an integral multiple of $1,000,000, (iv) the Total Commitment may not be increased by more than $100,000,000 pursuant to this Section 11.21 and (v) any increase in the Commitment of any Lender (or addition of a Commitment from an Eligible Assignee) pursuant to this Section 11.21 shall be done in coordination with the Agent. At the time of any increase in the Total Commitment pursuant to this Section 11.21, (i) the Borrowers shall, in coordination with the Agent, to obtain repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loan Loans from other Lenders in each case so that the Lenders continue to participate in each Borrowing of Revolving Loans pro rata on the basis of their Commitments (after giving effect to any such increase in the "Additional Commitments"Total Commitment pursuant to this Section 11.21) and with the Borrowers being jointly and severally obligated to pay to the respective Lenders the reasonable costs incurred in connection with any such repayment and/or Borrowing, (ii) Schedule 2.1 shall be deemed modified to reflect the revised Commitments of the affected Lenders, (iii) upon surrender of any currently outstanding Revolving Notes by those Lenders that have increased their Commitments pursuant to this Section 11.21, to the extent requested by such Lenders, new Revolving Notes will be issued, at the Borrowers' expense, to such Lenders to be in conformity with the requirements of Section 2.5 (with appropriate modifications) to the extent needed to reflect the revised Commitments and (iv) at the time of such increase, the Company shall deliver evidence reasonably satisfactory to the Agent, including an officer's certificate of the Company (accompanied by any required financial calculations in reasonable detail) and; if requested by the Agent, an opinion of counsel for the Company, that the increase in the Total Commitment is permitted under, or satisfied by, the terms of Certain Existing Indebtedness (if any). Notwithstanding any provision of this Agreement to the contrary, the minimum borrowing, pro rata borrowing and pro rata payment requirements of this Agreement will not apply to any borrowing or repayment of Revolving Loans made pursuant to clause (i) of the immediately preceding sentence. Each Eligible Assignee that becomes a Lender pursuant to this Section 11.21 shall execute an agreement, in form and substance reasonably satisfactory to the Company and the Agent, pursuant to which such Eligible Assignee shall (i) agree that it will perform in accordance with their terms all of the obligations which by either adding the terms of this Agreement are required to be performed by it as a Lender and become a party to this Agreement as additional Banks one or more Persons who meet all of the qualifications of an Eligible Assignee, or by obtaining from one or more Banks an increase in such Bank's Revolving Loan Commitment. All Additional Commitments that are received shall be applied as follows: (x) 50% of the first $20,000,000 of such Additional Commitments shall be used to replace and reduce Bank of America's Revolving Loan Commitment and the other 50% of the first $20,000,000 of such Additional Commitments shall be used to increase the aggregate amount of the Revolving Loan Commitments a Lender and (yii) after make the first $20,000,000 of Additional Commitments has been received then any subsequent Additional Commitments shall increase representations and warranties (and, if applicable, provide the aggregate amount of the Revolving Loan Commitments; provided, however, that no increase forms) specified in the Revolving Loan Commitments pursuant to this paragraph shall cause the aggregate outstanding amount of the Revolving Loan Commitments to exceed the Revolving Loan Commitment Maximum Amount less the aggregate amount of all reductions and terminations of the Revolving Loan Commitments effectuated pursuant to paragraph (iii) below. The Borrower shall give to the Agent at least 5 Business Days advance notice of the Borrower's intention to obtain Additional Commitments pursuant to this paragraph. Such notice shall specify each new Bank or increasing Bank, the changes in the Revolving Loan Commitments that will result, and such other information as is reasonably requested by the Agent. Each new Bank or Bank agreeing to increase its Revolving Loan Commitment shall execute and deliver to the Agent a document satisfactory to the Agent pursuant to which it becomes a party hereto or increases its Revolving Loan Commitment, as the case may be, and for a new Bank specifies the administrative information that would be required in an Assignment and Acceptance. In addition, the Borrower shall execute and deliver appropriate Revolving Loan Notes reflecting the new Revolving Loan Commitments. Only upon the execution and delivery of all of the above described documents, shall any such new Bank constitute a Section 11.14."Bank" hereunder, or shall any Bank increasing such Bank's Revolving Loan Commitment have its Revolving Loan Commitment so increased, as the case may be. Upon delivery of the above described documents, the Agent shall record the new Revolving Loan Commitments in the Register and reallocate all outstanding Revolving Loan Advances and all participation interests in Letters of Credit so that the Banks hold such Revolving Loan Advances and participation interests in Letters of Credit ratably. Each such reallocation is subject to Section 2.6.