Common use of Increases to Revolving Commitments Clause in Contracts

Increases to Revolving Commitments. The Revolving Commitments may be increased by Borrowers up to an aggregate amount of Fifteen Million Dollars ($15,000,000) in such increase (the “Revolving Commitment Increase”), provided that: (a) Borrower Representative shall have given to Administrative Agent at least thirty (30) days’ notice of Borrowers’ intention to effect a Revolving Commitment Increase and the desired amount of such Revolving Commitment Increase; (b) such increase does not increase the amount of the Revolving Commitment of any Lender without the written consent of such Lender, in such Lender’s discretion; (c) to the extent requested by any Lender, Borrowers shall execute a new Revolving Note with respect to such Lender reflecting the amount of, or increase in, such Lender’s Revolving Commitment, (d) to the extent requested by Administrative Agent, Credit Parties shall execute any additional documents, instruments or agreements that Administrative Agent deems necessary or desirable in connection therewith (including, without limitation, secretary’s certificates and authorizing resolutions); (e) as of the date of such Revolving Commitment Increase, both before and immediately after giving effect thereto, (i) no Default or Event of Default shall exist, (ii) on a Pro Forma Basis, Credit Parties shall remain in compliance with all Financial Covenants then applicable, and (iii) each of the conditions set forth in Section 7.2 shall be satisfied; and (f) any such Revolving Commitment Increase shall be in a minimum amount of at least Five Million Dollars ($5,000,000) (or such lesser amount which shall be approved by Administrative Agent) and in integral multiples of Five Million Dollars ($5,000,000) in excess thereof, and no more than two (2) Revolving Commitment Increases shall be permitted in total. A Revolving Commitment Increase may be effected by one or more of the current Lenders by increasing their Revolving Commitment or one or more new Lenders that are satisfactory to Administrative Agent and constitute an Eligible Assignee joining this Agreement and providing a Revolving Commitment. After any Revolving Commitment Increase, all of the terms and conditions of the Loan Documents shall apply to the increased amount of the Revolving Commitments (including (i) being on a pari passu basis in terms of the Collateral, right of payment and Guarantees with the other Revolving Loans, (ii) having the same maturity date as the other Revolving Commitments, and (iii) having the same Applicable Margin as the other Revolving Loans); provided that Borrowers agree to pay to Administrative Agent, Lenders increasing their respective Revolving Commitments and new Lenders such arrangement, commitment and other fees and expenses to be agreed between Borrowers and Administrative Agent in connection with such Revolving Commitment Increase. Each Lender hereby acknowledges and agrees that the aggregate Revolving Commitments may be increased pursuant to this Section 2.1(f) regardless whether such Lender approves such increase or increases its Revolving Commitment hereunder, and Administrative Agent, Borrowers and any Lender increasing or providing a new Revolving Commitment may enter into an amendment to this Agreement to give effect to such Revolving Commitment Increase and matters incidental thereto without further consent of any other Lender. Administrative Agent shall have no liability to any Borrower or any other Credit Party or to Lenders in connection with any syndication of any Revolving Commitment Increase. Borrowers shall prepay any Revolving Loans on the date of any such increase in the Revolving Commitments to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Section.

Increases to Revolving Commitments. The Revolving Commitments may be increased by Borrowers up to an aggregate amount of Fifteen Million Dollars $20,000,000 ($15,000,000) in such increase (amount, the “Increase Cap”; each such increase, a “Revolving Commitment Increase”), provided that: that (ai) Borrower Representative Borrowers shall have given to Administrative Agent at least thirty (30) 15 days’ (or such shorter period as the Agent may agree) prior written notice of Borrowers’ its intention to effect a Revolving Commitment Increase and the desired amount of such Revolving Commitment Increase; (bii) such increase does not increase the amount of the Revolving Commitment of any Lender without the written consent of such Lender, in such Lender’s discretion; (ciii) to the extent requested by any Lender, Borrowers shall execute a new Revolving Note with respect to such Lender reflecting the amount of, or increase in, in such Lender’s Revolving Commitment, (d) to the extent requested by Administrative Agent, Credit Parties shall execute Commitment and any additional documents, instruments or agreements that Administrative Agent deems necessary or desirable reasonably requests in connection therewith (including, without limitation, secretary’s certificates and authorizing resolutions); (eiv) as of the date of such Revolving Commitment Increase, both before and immediately after giving effect thereto, (i) no Default or Event of Default shall existexist (except that in the case of a Revolving Commitment Increase incurred to finance a transaction that will be a Permitted Acquisition or other permitted Investment when consummated, no Event of Default under Sections 7.1(a), (iif), or (g) shall have occurred and be continuing or would result immediately therefrom on a Pro Forma Basis, Credit Parties shall remain in compliance the date of execution of the acquisition agreement with all Financial Covenants then applicable, respect to such Permitted Acquisition or other permitted Investment) and (iii) each of the conditions set forth in Section 7.2 2.2 shall be satisfiedsatisfied (subject, in the case of a Revolving Commitment Increase incurred to finance a transaction that will be a Permitted Acquisition or other permitted Investment when consummated, to customary “Sungard” limitations); and (fv) any such Revolving Commitment Increase shall be in a minimum amount of at least Five Million Dollars ($5,000,000) 5,000,000 (or such lesser amount which shall be approved by Administrative Agent) and in integral multiples of Five Million Dollars ($5,000,000) 1,000,000 in excess thereof, and no more than two (2) three Revolving Commitment Increases shall be permitted in total; and (vi) if requested by Agent, Borrower Agent shall have delivered a certificate, dated as of the date on which such Revolving Commitment Increase is to become effective, certifying that the Revolving Commitments, after giving effect to such Revolving Commitment Increase, do not violate any terms of any Acceptable Intercreditor Agreement or exceed the “ABL Cap Amount” (as defined in the Initial Intercreditor Agreement as in effect on the date hereof) or any similar term in any other Acceptable Intercreditor Agreement. A Revolving Commitment Increase may be effected by one or more of the current Lenders by increasing their its Revolving Commitment or one or more new Lenders lenders that are reasonably satisfactory to Administrative Agent and would constitute an Eligible Assignee joining this Agreement and providing a Revolving Commitment. After any Revolving Commitment Increase, all of the terms and conditions of the Loan Documents shall apply to the increased amount of the Revolving Commitments (including (iA) being on a pari passu basis in terms of the Collateral, right of payment and Guarantees guarantees with the other Revolving Loans, (iiB) having the same maturity date as the other Revolving Commitments, and (iiiC) having the same Applicable Margin as the other Revolving Loans); provided that Borrowers may agree to pay to Administrative Agent, Lenders increasing their respective Revolving Commitments and new Lenders such arrangement, commitment and other fees and expenses to be agreed between Borrowers and Administrative Agent in connection with such Revolving Commitment Increase. Each Lender hereby acknowledges and agrees that the aggregate Revolving Commitments may be increased pursuant to this Section 2.1(f1.1(f) regardless of whether such Lender approves such increase or increases its Revolving Commitment hereunder, and Administrative Agent, Borrowers and any Lender increasing or providing a new Revolving Commitment may enter into an amendment to this Agreement to give effect to such Revolving Commitment Increase and matters incidental thereto without further consent of any other Lender. Administrative Neither Agent nor any of its Affiliates shall have no any liability to any Borrower or any other Credit Party or to Lenders in connection with any arranging or syndication of any Revolving Commitment Increase. Borrowers shall prepay any Revolving Loans on the date of any such increase , unless separately agreed to in the Revolving Commitments to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Sectionwriting.

Increases to Revolving Commitments. The (i) Borrower Representative (on behalf of Borrowers) may, at any time prior to the fourth anniversary of the Closing Date, request that the Revolving Commitments may be increased by Borrowers up to an aggregate amount of Fifteen Million Dollars ($15,000,000) in any such increase (the increase, a “Revolving Commitment Increase”) by one or more of the current Lenders (any current Lender which elects to increase its Revolving Commitment shall be referred to as an “Increasing Lender”), ; provided that: : (aA) Borrower Representative shall have given to Administrative Agent at least thirty (30) days’ notice of Borrowers’ intention to effect a Revolving Commitment Increase and the desired amount of such Revolving Commitment Increase; ; (bB) such increase does not increase the amount of the Revolving Commitment of any Lender without the written consent of (y) such Lender, in such Lender’s its sole discretion and (z) Administrative Agent, in its sole discretion; ; (cC) to the extent requested by any Increasing Lender, Borrowers shall execute a new Revolving Note with respect to such Lender reflecting the amount of, or increase in, such LenderXxxxxx’s Revolving Commitment, ; (d) to the extent requested by Administrative Agent, Credit Parties shall execute any additional documents, instruments or agreements that Administrative Agent deems necessary or desirable in connection therewith (including, without limitation, secretary’s certificates and authorizing resolutions); (eD) as of the date of such Revolving Commitment Increase, both before and immediately after giving effect thereto, (ix) no Default or Event of Default shall existexist or would result therefrom, (iiy) on a Pro Forma Basis, Credit Parties shall remain be in compliance with all Financial Covenants then applicableas of the date of such increase, and (iiiz) each of the applicable conditions set forth in Section 7.2 6.2 shall be satisfied; and ; (fE) any such Revolving Commitment Increase shall be in a minimum amount of at least Five Million Dollars ($5,000,000) 5,000,000 (or such lesser amount which that shall be approved by Administrative Agent) and in integral multiples of Five Million Dollars ($5,000,000) 1,000,000 in excess thereof, and ; (F) no more than two three (23) Revolving Commitment Increases shall be permitted in total. A total during the term of this Agreement; (G) after giving effect to such Revolving Commitment Increase, the aggregate amount of the Revolving Commitments shall not exceed $100,000,000; (H) each Increasing Lender shall confirm its agreement to increase its Revolving Commitment pursuant to an acknowledgement in a form acceptable to Administrative Agent, signed by it and each Borrower and delivered to Administrative Agent at least five (5) days before the effective date of such increase; and (I) Borrowers shall deliver to Administrative Agent on or before the effective date of such Revolving Commitment Increase may be effected the following documents in form and substance reasonably satisfactory to Administrative Agent: (w) certifications of their corporate secretaries with attached resolutions certifying that the increase in the Revolving Commitment has been approved by one or more such Borrowers, (x) certificate dated as of the current effective date of such increase certifying that no Default or Event of Default shall have occurred and be continuing and certifying that the requirements of in this Section 2.1(f) have been met and that the representations and warranties made by each Borrower herein and in the other Loan Documents are true and complete in all respects with the same force and effect as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date), (y) such other agreements, instruments and information (including supplements or modifications to this Agreement and/or the other Loan Documents executed by Xxxxxxxxx as Administrative Agent reasonably deems necessary in order to document the increase to the Revolving Commitments and to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Administrative Agent and Lenders by increasing their Revolving Commitment or one or more new Lenders that are hereunder and under the other Loan Documents in light of such increase, and (z) an opinion of counsel in form and substance reasonably satisfactory to Administrative Agent which shall cover such matters related to such increase as Administrative Agent may reasonably require and constitute an Eligible Assignee joining this Agreement each Borrower hereby authorizes and providing a Revolving Commitment. directs such counsel to deliver such opinions to Administrative Agent and Lenders. (ii) After any Revolving Commitment Increase, all of the terms and conditions of the Loan Documents shall apply to the increased amount of the Revolving Commitments (including (iA) being on a pari passu basis in terms of the Collateral, right of payment and Guarantees with the other Revolving Loans, (iiB) having the same maturity date as the other Revolving Commitments, and (iiiC) having the same Applicable Margin as the other Revolving Loans); provided that Borrowers agree to pay to Administrative Agent, Agent and the Lenders increasing their respective Revolving Commitments and new Lenders such arrangementCommitments, commitment and other fees and expenses to be agreed between Borrowers Borrowers, such Lenders and Administrative Agent in connection with such Revolving Commitment Increase. . (iii) Each Lender hereby acknowledges and agrees that the aggregate Revolving Commitments may be increased pursuant to this Section 2.1(f) with respect to each other Lender regardless whether such Lender approves such increase or increases its Revolving Commitment hereunder, and Administrative Agent, Borrowers and any Lender increasing or providing a new Revolving Commitment may enter into an amendment to this Agreement to give effect to such Revolving Commitment Increase and matters incidental thereto without further consent of any other Lender. Administrative Agent shall have no liability to any Borrower or any other Credit Party or to Lenders in connection with any syndication of any Revolving Commitment Increase. Borrowers shall prepay any Revolving Loans on the date of any such increase in the Revolving Commitments to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this SectionSection 2.1(f).