Common use of Incremental Revolving Increases Clause in Contracts

Incremental Revolving Increases. (i) The Company may, by written notice to the Administrative Agent from time to time prior to the Revolving Commitment Termination Date, request Incremental Revolving Commitments in an amount not to exceed the Incremental Revolving Amount from one or more Incremental Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Advances in their sole discretion; provided that each Incremental Revolving Lender (which is not an existing Lender) shall (x) be subject to the approval requirements of Section 9.07 and (y) have, unless the Company and the Administrative Agent shall otherwise agree, a minimum Incremental Revolving Commitment of $5,000,000. Such notice shall set forth (A) the amount of the Incremental Revolving Commitments being requested (which shall be in multiples of $10,000,000) and (B) the date on which such Incremental Revolving Commitments are requested to become effective (the “Increased Revolver Amount Date”). No Lender shall be obligated to increase its Revolving Commitments pursuant to this Section 2.20(a) unless it so agrees. (ii) The Company and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an agreement in form and substance reasonably satisfactory to the Administrative Agent (each, an “Incremental Revolving Assumption Agreement”) to evidence the Incremental Revolving Commitment of such Incremental Revolving Lender. Each Incremental Revolving Assumption Agreement shall specify the terms of the Incremental Revolving Advances to be made thereunder; provided that, except as provided in clause (C) of the proviso below, the Incremental Revolving Advances thereunder shall be made on terms and conditions identical to the terms and conditions of the existing Revolving Facility with the latest Revolving Commitment Termination Date; provided that (A) the Incremental Revolving Advances shall rank pari passu in right of payment with all other Advances, (B) such Incremental Revolving Facility shall be included in the existing Revolving Facility with the latest Revolving Commitment Termination Date and (C) in the event that the Applicable Margin for such Incremental Revolving Facility is greater than the Applicable Margin for the existing Revolving Facility with the latest Revolving Commitment Termination Date, then the Applicable Margin for the existing Revolving Facility with the latest Revolving Commitment Termination Date shall be increased to the extent necessary so that the Applicable Margin for the Incremental Revolving Facility is not greater than the Applicable Margin for such Revolving Facility; provided, further, that in determining the Applicable Margin applicable to an Incremental Revolving Facility (x) upfront, arrangement or commitment fees payable to the Lenders providing such Incremental Facility or any arrangers (or their Affiliates) of such loans shall be excluded and (y) if any Eurocurrency Rate “floor” is applicable to such Incremental Revolving Facility, then the definition of “Eurocurrency Rate” shall be amended to include a comparable “floor” applicable to Advances under the existing Revolving Facility in which such Incremental Revolving Facility is to be included. The Administrative Agent shall promptly notify each Revolving Lender as to the effectiveness of each Incremental Revolving Assumption Agreement. (iii) On any Increased Revolver Amount Date with respect to any Revolving Facility of any Class, (A) in the event any Revolving Loan Advances of such Class under the relevant Revolving Facility of such Class are then outstanding, (x) each applicable Incremental Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine are necessary in order to cause, after giving effect to such increased Revolving Commitments and the application of such amounts to prepay Revolving Loan Advances of such Class under the relevant Revolving Facility of such Class of other relevant Revolving Lenders under the relevant Revolving Facility of such Class, the Revolving Loan Advances of such Class under the relevant Revolving Facility of such Class to be held ratably by Revolving Lenders of such Class under the relevant Revolving Facility of such Class in accordance with their respective Revolving Commitments under the relevant Revolving Facility of such Class after giving effect to such increase, (y) the Company shall be deemed to have prepaid and reborrowed all outstanding Revolving Loan Advances of such Class under the relevant Revolving Facility of such Class and (z) the Company shall pay to the relevant Revolving Lenders of such Class the amounts, if any, payable under Section 9.04(b) as a result of such prepayment and (B) in the event any Swing Line Advances of such Class under the relevant Revolving Facility of such Class are then outstanding, participations in such Swing Line Advances pursuant to Section 2.02(a)(ii)(B) shall be reallocated so as to cause such participations to be held ratably by Revolving Lenders of such Class under the relevant Revolving Facility of such Class in accordance with their respective Revolving Commitments under the relevant Revolving Facility of such Class after giving effect to such increase.

Incremental Revolving Increases. (i) The Company may, by written notice to the Pro Rata Administrative Agent from time to time prior to the Revolving Commitment Termination Date, request Incremental Revolving Commitments in an amount not to exceed the Incremental Revolving Amount from one or more Incremental Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Advances in their sole discretion; provided that each Incremental Revolving Lender (which is not an existing Lender) shall (x) be subject to the approval requirements of Section 9.07 and (y) have, unless the Company and the Administrative Agent shall otherwise agree, a minimum Incremental Revolving Commitment of $5,000,0009.07. Such notice shall set forth (A) the amount of the Incremental Revolving Commitments being requested (which shall be in multiples of $10,000,000) and (B) the date on which such Incremental Revolving Commitments are requested to become effective (the “Increased Revolver Amount Date”). No Lender shall be obligated to increase its Revolving Commitments pursuant to this Section 2.20(a) unless it so agrees. (ii) The Company and each Incremental Revolving Lender shall execute and deliver to the Pro Rata Administrative Agent an agreement in form and substance reasonably satisfactory to the Pro Rata Administrative Agent (each, an “Incremental Revolving Assumption Agreement”) to evidence the Incremental Revolving Commitment of such Incremental Revolving Lender. Each Incremental Revolving Assumption Agreement shall specify the terms of the Incremental Revolving Advances to be made thereunder; provided thatprovided, that except as provided in clause (C) of the proviso below, the Incremental Revolving Advances thereunder shall be made on terms and conditions identical to the terms and conditions of the existing Revolving Facility with the latest Revolving Commitment Termination Date; provided that (A) the Incremental Revolving Advances shall rank pari passu in right of payment with all other Advances, (B) such Incremental Revolving Facility shall be included in the existing Revolving Facility with the latest Revolving Commitment Termination Date and (C) in the event that the Applicable Margin for such Incremental Revolving Facility is greater than the Applicable Margin for the existing Revolving Facility with the latest Revolving Commitment Termination Date, then the Applicable Margin for the existing Revolving Facility with the latest Revolving Commitment Termination Date shall be increased to the extent necessary so that the Applicable Margin for the Incremental Revolving Facility is not greater than the Applicable Margin for such Revolving Facility; provided, further, that in determining the Applicable Margin applicable to an Incremental Revolving Facility (x) upfront, arrangement or commitment fees payable to the Lenders providing such Incremental Facility or any arrangers (or their Affiliates) of such loans shall be excluded and (y) if any Eurocurrency Rate “floor” is applicable to such Incremental Revolving Facility, then the definition of “Eurocurrency Rate” shall be amended to include a comparable “floor” applicable to Advances under the existing Revolving Facility in which such Incremental Revolving Facility is to be included. The Pro Rata Administrative Agent shall promptly notify each Revolving Lender as to the effectiveness of each Incremental Revolving Assumption Agreement. (iii) On any Increased Revolver Amount Date with respect to any Revolving Facility of any Class, (A) in the event any Revolving Loan Advances of such Class under the relevant Revolving Facility of such Class are then outstanding, (x) each applicable Incremental Revolving Lender shall make available to the Pro Rata Administrative Agent such amounts in immediately available funds as the Pro Rata Administrative Agent shall determine are necessary in order to cause, after giving effect to such increased Revolving Commitments and the application of such amounts to prepay Revolving Loan Advances of such Class under the relevant Revolving Facility of such Class of other relevant Revolving Lenders under the relevant Revolving Facility of such Class, the Revolving Loan Advances of such Class under the relevant Revolving Facility of such Class to be held ratably by Revolving Lenders of such Class under the relevant Revolving Facility of such Class in accordance with their respective Revolving Commitments under the relevant Revolving Facility of such Class after giving effect to such increase, (y) the Company shall be deemed to have prepaid and reborrowed all outstanding Revolving Loan Advances of such Class under the relevant Revolving Facility of such Class and (z) the Company shall pay to the relevant Revolving Lenders of such Class the amounts, if any, payable under Section 9.04(b) as a result of such prepayment and (B) in the event any Swing Line Advances of such Class under the relevant Revolving Facility of such Class are then outstanding, participations in such Swing Line Advances pursuant to Section 2.02(a)(ii)(B) shall be reallocated so as to cause such participations to be held ratably by Revolving Lenders of such Class under the relevant Revolving Facility of such Class in accordance with their respective Revolving Commitments under the relevant Revolving Facility of such Class after giving effect to such increase.