Common use of Increasing Lenders Clause in Contracts

Increasing Lenders. The Borrower may, at any time after the Closing Date, request that the current Lenders increase their Revolving Credit Commitments by providing written notice to the Administrative Agent (the “Requested Increase”). Each Lender shall have the right at any time within the fifteen (15) day period following receipt by the Agent of such written request to increase its Revolving Credit Commitment by its Ratable Share of the Requested Increase (any current Lender which elects to increase its Revolving Credit Commitment shall be referred to as an “Increasing Lender”). If Lenders elect to increase their Revolving Credit Commitment within the 15-day period specified in the preceding sentence but such increases, in the aggregate, do not equal the Requested Increase, then the Administrative Agent shall, immediately after the expiration of such period, send written notice to the Increasing Lenders. Each Increasing Lender shall have the right to increase its Revolving Credit Commitment by all or any part of the balance of the Requested Increase. In the event there are two or more such Increasing Lenders that choose to so increase their Revolving Credit Commitment, the balance of the Requested Increase shall be allocated to such Increasing Lenders pro rata based on their Ratable Share. Each Lender acknowledges and agrees that up to $20,000,000 may be loaned by an additional Lender within sixty (60) Days of the Closing Date (the “Post-Closing Loan”). The terms and conditions set forth in this Section 2.4, including, without limitation, Section 2.4(iii), shall not apply to the Post-Closing Loan, except that the Borrower shall execute and deliver to such Lender a revolving credit Note reflecting the amount of such Lender’s Revolving Credit Commitment and such Lender shall execute a lender joinder in substantially the form of Exhibit 2.4 pursuant to which such Lender shall join and become a party as a “Lender” to this Agreement and the other Loan Documents with a Revolving Credit Commitment in the amount set forth in such lender joinder.

Increasing Lenders. The (a) Each Refinancing Revolving Lender, to the extent its Revolving Credit Commitment as set forth under such Refinancing Revolving Lender’s signature page under the heading “Total Amount of Revolving Credit Commitment(s) of Increasing Lender” exceeds its Revolving Credit Commitment immediately prior to the Effective Date, hereby irrevocably increases its Revolving Credit Commitment to the Borrower may, at any time by such excess (the “Increased Revolving Credit Commitment”) pursuant to Section 2.19(c) of the Credit Agreement. From and after the Closing Effective Date, request that each Refinancing Revolving Lender will be a Lender under the current Lenders increase their Credit Agreement with respect to its Increased Revolving Credit Commitments Commitment as well as its existing Revolving Refinancing Commitment under the Credit Agreement as amended hereby in the aggregate amount set forth on the signature page for such Revolving Credit Lender in Schedule 1 hereto under the heading “Total Amount of Revolving Credit Commitment(s) of Increasing Lender”. (b) The Administrative Agent (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement, this Amendment or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, this Amendment, any other Loan Document or any other instrument or document furnished pursuant thereto; and (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Parent, Holdings, SBA Senior Finance or the Borrower, any of their respective Subsidiaries or Affiliates or any other obligor or the performance or observance by providing written notice the Parent, Holdings, SBA Senior Finance or the Borrower, any of their respective Subsidiaries or Affiliates or any other obligor of any of their respective obligations under the Credit Agreement as amended hereby or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto. (c) Each Refinancing Revolving Lender with an Increased Revolving Credit Commitment (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 4.1 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement as amended hereby, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as amended hereby, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent (the “Requested Increase”). Each Lender shall have the right at any time within the fifteen (15) day period following receipt by the Agent of terms thereof, together with such written request to increase its Revolving Credit Commitment powers as are incidental thereto; and (e) agrees that it will be bound by its Ratable Share the provisions of the Requested Increase (any current Lender Credit Agreement as amended hereby and will perform in accordance with its terms all the obligations which elects to increase its Revolving Credit Commitment shall be referred to as an “Increasing Lender”). If Lenders elect to increase their Revolving Credit Commitment within by the 15-day period specified in the preceding sentence but such increases, in the aggregate, do not equal the Requested Increase, then the Administrative Agent shall, immediately after the expiration of such period, send written notice to the Increasing Lenders. Each Increasing Lender shall have the right to increase its Revolving Credit Commitment by all or any part terms of the balance of the Requested Increase. In the event there Credit Agreement as amended hereby are two or more such Increasing Lenders that choose required to so increase their Revolving Credit Commitment, the balance of the Requested Increase shall be allocated to such Increasing Lenders pro rata based on their Ratable Share. Each Lender acknowledges and agrees that up to $20,000,000 may be loaned performed by an additional Lender within sixty (60) Days of the Closing Date (the “Post-Closing Loan”). The terms and conditions set forth in this Section 2.4it as a Lender, including, without limitationif it is organized under the laws of a jurisdiction outside the United States, Section 2.4(iii), shall not apply to the Post-Closing Loan, except that the Borrower shall execute and deliver to such Lender a revolving credit Note reflecting the amount of such Lender’s Revolving Credit Commitment and such Lender shall execute a lender joinder in substantially the form of Exhibit 2.4 its obligation pursuant to which such Lender shall join and become a party as a “Lender” to this Agreement and Section 2.15 of the other Loan Documents with a Revolving Credit Commitment in the amount set forth in such lender joinderAgreement.

Increasing Lenders. The Borrower mayOn November 15, 2011, at any time after the Closing Daterequest of the Parent, request that but subject to satisfaction of each of the current conditions specified below, each of the Increasing Lenders increase their Revolving Credit Commitments by providing written notice to the Administrative Agent (the “Requested Increase”). Each Lender shall have the right at any time within the fifteen (15) day period following receipt by the Agent of such written request to increase its Extended Revolving Credit Commitment by its Ratable Share an amount (such increased amount being an “Incremental Revolving Credit Commitment”) equal to the product of (a) the Increasing Percentage of such Increasing Lender multiplied by (b) the aggregate amount of the Requested Increase (any current Lender which elects to increase its Non-Extended Revolving Credit Commitment Commitments on November 14, 2011, but in any event, not to exceed the Maximum Increasing Amount of such Increasing Lender; provided, that the Incremental Revolving Credit Commitments of all Increasing Lenders shall not exceed the excess of $75,000,000 over the amount of the Extended Revolving Credit Commitments immediately prior to giving effect to the increase under this Section 2.17. No Increasing Lender may assign any commitment or obligation under this Section 2.17, except to an Eligible Assignee pursuant to the execution and delivery of an Assignment and Assumption (it being understood that the foregoing shall not restrict any participations in the same). The obligation of an Increasing Lender in this Section 2.17 is subject to the satisfaction of each of the following conditions: (A) No Default or Event of Default shall have then occurred and be continuing or be caused thereby and the Loan Parties shall have delivered the financial statements and applicable certification and schedule required by Section 5.03(c) of the Credit Agreement for the quarter ended September 30, 2011 which shall show compliance as of the end of such quarter with the financial covenants set forth in Section 5.04 of the Credit Agreement; (B) The representations and warranties set forth in the Loan Documents shall be referred true and correct both immediately before and immediately after giving effect to as an “the transactions contemplated by this Section 2.17 and there shall have occurred no Material Adverse Effect since December 31, 2010; (C) Contemporaneously with the increase of the Extended Revolving Credit Commitments pursuant to this Section 2.17, the Revolving Credit Advances in respect of the Non-Extended Revolving Credit Commitments shall have been fully repaid and the Non-Extended Revolving Credit Commitments shall have been permanently reduced to $0. (D) Solely with respect to any particular Increasing Lender”). If Lenders elect to increase their Revolving Credit Commitment within the 15-day period specified , there shall have been no amendment, waiver or consent of or in the preceding sentence but such increases, in the aggregate, do not equal the Requested Increase, then the Administrative Agent shall, immediately respect of this Agreement after the expiration of such period, send written notice to Fourth Amendment Effective Date unless the Increasing Lenders. Each Increasing Lender shall have consented thereto; (E) The Administrative Agent shall have received a certificate of Parent making the right to increase its Revolving Credit Commitment request contemplated by all or any part this Section 2.17; (F) The Administrative Agent shall have received a written certification from the chief financial officers of the balance Parent and the Initial Subsidiary Borrower, in their capacities as officers, covering the matters described in the definition of “Senior Indebtedness” under the Senior Subordinated Indenture; (G) The Parent shall have paid the reasonable and documented out-of-pocket costs and expenses of the Requested Increase. In Agents required by the event there are two or more such Increasing Lenders that choose Credit Agreement, including all costs and expenses related to so increase their Revolving Credit Commitment, the balance effectiveness of the Requested Increase transactions contemplated by this Section 2.17 and including specifically the reasonable and documented out-of-pocket costs and expenses of the Agents in respect of their counsel and such third-party financial advisors as may be reasonably utilized, if any, by the Agents in connection with the administration of the Credit Agreement; and (H) The Parent shall be allocated have delivered a customary opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent, together with such Increasing replacement promissory notes, good standing certificates, incumbency certificates, board resolutions and other documentation as the Administrative Agent may reasonably request. The Lenders pro rata based authorize the Agents to enter into, in their name and on their Ratable Share. Each Lender acknowledges and agrees that up behalf, such other amendments to $20,000,000 the Loan Documents as may be loaned by an additional Lender within sixty (60) Days necessary or proper to carry out the purposes of the Closing Date (the “Post-Closing Loan”). The terms and conditions set forth in this Section 2.42.17. 13. Section 5.02(e) (Sales, including, without limitation, Section 2.4(iiiEtc. of Assets) is hereby amended by deleting the word “and” at the end of subsection (xi), shall not apply adding the word “and” at the end of subsection (xii) and adding the following subsection (xiii) to the Post-Closing Loan, except that the Borrower shall execute and deliver to such Lender a revolving credit Note reflecting the amount of such Lender’s Revolving Credit Commitment and such Lender shall execute a lender joinder in substantially the form of Exhibit 2.4 pursuant to which such Lender shall join and become a party as a “Lender” to this Agreement and the other Loan Documents with a Revolving Credit Commitment in the amount set forth in such lender joinder.end thereof:

Increasing Lenders. The Borrower may(a) Each Refinancing Revolving Lender, at any time after the Closing Date, request that the current Lenders increase their Revolving Credit Commitments by providing written notice to the Administrative Agent (the “Requested Increase”). Each Lender shall have the right at any time within the fifteen (15) day period following receipt by the Agent of such written request to increase extent its Revolving Credit Commitment by its Ratable Share as set forth under such Refinancing Revolving Lender’s signature page under the heading “Total Amount of the Requested Increase (any current Lender which elects to increase Revolving Credit Commitment(s) of Increasing Lender” exceeds its Revolving Credit Commitment shall be referred to as an “Increasing Lender”). If Lenders elect to increase their Revolving Credit Commitment within the 15-day period specified in the preceding sentence but such increases, in the aggregate, do not equal the Requested Increase, then the Administrative Agent shall, immediately after the expiration of such period, send written notice prior to the Increasing Lenders. Each Increasing Lender shall have the right to increase Effective Date, hereby irrevocably increases its Revolving Credit Commitment to the Borrower by all or any part of such excess (the balance of the Requested Increase. In the event there are two or more such Increasing Lenders that choose to so increase their “Increased Revolving Credit Commitment, the balance ”) pursuant to Section 2.19(c) of the Requested Increase shall Credit Agreement. From and after the Effective Date, each Refinancing Revolving Lender will be allocated a Lender under the Credit Agreement with respect to its Increased Revolving Credit Commitment as well as its existing Revolving Refinancing Commitment under the Credit Agreement as amended hereby in the aggregate amount set forth on the signature page for such Revolving Credit Lender in Schedule 1 hereto under the heading “Total Amount of Revolving Credit Commitment(s) of Increasing Lenders pro rata based on their Ratable Share. Each Lender acknowledges Lender”. (b) Subject to and agrees that up to $20,000,000 may be loaned by an additional Lender within sixty (60) Days of upon the Closing Date (the “Post-Closing Loan”). The terms and conditions set forth herein, each Incremental Amended Term Lender party hereto severally agrees to make, on the Effective Date, an Incremental Amended Term Loan in this Section 2.4, including, without limitation, Section 2.4(iii), shall not apply U.S. dollars to the Post-Closing Loan, except that Borrower in an amount equal to the Borrower shall execute and deliver commitment amount set forth next to such Lender a revolving credit Note reflecting the amount of such Incremental Amended Term Lender’s Revolving name on Schedule 2 hereto under the caption “Incremental Amended Term Loan Commitments”. The Incremental Amended Term Loans shall rank pari passu in right of payment and of security with the Term Loans made on or prior to the date hereof and shall have the same terms as the Amended Term Loans. The Incremental Amended Term Loans shall be “Initial Term Loans”, “Loans” and “Term Loans”, and the Incremental Amended Term Lenders shall be “Lenders” and “Term Lenders”, for all purposes of the Credit Commitment and such Lender shall execute a lender joinder in substantially the form of Exhibit 2.4 pursuant to which such Lender shall join and become a party as a “Lender” to this Agreement and the other Loan Documents with a Revolving Credit Commitment in the amount set forth in such lender joinderDocuments.