Common use of New Revolving Loans Clause in Contracts

New Revolving Loans. (a) Subject to the terms and conditions of this subsection 2.1.2, at any time and from time to time but prior to the Maturity Date, by written notice (each, a "Commitment Increase Notice") to Bank, Borrower may elect to request an increase in the aggregate amount of the existing Revolving Loan Commitment (any such increase, the "New Revolving Loan Commitment") by an amount not in excess of $10,000,000 in the aggregate and not less than $1,000,000 in any individual request (or such lesser amount which shall be approved by Bank or such lesser amount that shall constitute the difference between $10,000,000 and all such New Revolving Loan Commitments obtained prior to such date) and integral multiples of $1,000,000 in excess of that amount. Each Commitment Increase Notice shall specify (i) the date (each, an "Increased Revolving Loan Amount Date") on which Borrower proposes that the New Revolving Loan Commitment shall be effective, which shall be a date not less than (A) ten (10) Business Days after the date on which such Commitment Increase Notice is delivered to Bank if Bank agrees to provide such New Revolving Loan Commitment and (ii) twenty (20) Business Days after the date on which such Commitment Increase Notice is delivered to Bank if Bank declines to provide such New Revolving Loan Commitment and one or more financial institutions other than Bank (each, a "New Bank") agree to provide such New Revolving Loan Commitment and (ii) the identity of each New Bank to whom Borrower proposes any portion of such New Revolving Loan Commitments, as applicable, be allocated and the amounts of such allocations. Borrower first shall offer the New Revolving Loan Commitment to Bank and Borrower shall accept any New Revolving Loan Commitment which Bank elects to provide. Bank and each New Bank may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment. In the event Bank declines to provide all or any portion of such New Revolving Loan Commitment, Bank shall have approved each New Bank which is to provide a New Revolving Loan Commitment. In the event of any oversubscription for any New Revolving Loan Commitment Bank shall determine the final allocation amounts. Such New Revolving Loan Commitment shall become effective as of such Increased Revolving Loan Amount Date; PROVIDED THAT (1) no Incipient Default or Event of Default shall exist on such Increased Revolving Loan Amount Date before or after giving effect to such New Revolving Loan Commitment; (2) Bank and each New Bank, if any, has delivered to Borrower its written acceptance of such New Revolving Loan Commitment; (3) in the event Bank declines to provide all or any portion of such New Revolving Loan Commitment and one or more New Banks have agreed to provide such New Revolving Loan Commitment, Bank, Borrower and each New Bank shall have entered into an amended and restated credit agreement in form and substance satisfactory to each of Bank, Borrower and each New Bank amending and restating this Credit Agreement in its entirety; and

New Revolving Loans. (ai) Subject to the terms satisfaction (or waiver) of the conditions set forth in Section 2 hereof and conditions of this subsection 2.1.2in reliance upon the representations and warranties set forth in Section 3 hereof, at any time each New Revolving Lender and from time each Increasing Revolving Lender severally, but not jointly, hereby agrees to time but prior establish New Revolving Commitments on the Seventh Amendment Effective Date such that, after giving effect to the Maturity Date, by written notice (each, a "Commitment Increase Notice") to Bank, Borrower may elect to request an increase in the aggregate amount establishment of the existing Revolving Loan Commitment (any such increase, the "New Revolving Loan Commitment") by an amount not in excess of $10,000,000 in the aggregate and not less than $1,000,000 in any individual request (or such lesser amount which shall be approved by Bank or such lesser amount that shall constitute the difference between $10,000,000 and all such New Revolving Loan Commitments, the total Revolving Commitment of such New Revolving Lender or such Increasing Revolving Lender, as applicable, will be the amount set forth opposite the name of such New Revolving Lender or such Increasing Revolving Lender, as applicable, on Schedule I hereto. The (x) New Revolving Commitments obtained prior shall comprise a single Class with the 2017 Initial Revolving Commitments and (y) if and when Revolving Loans are incurred under the New Revolving Commitments, such Revolving Loans shall comprise a single Class with the 2017 Initial Revolving Loans, in each case, with terms and provisions identical to such the 2017 Initial Revolving Commitments and 2017 Initial Revolving Loans, as applicable (including without limitation ranking pari passu in right of payment and of security and maturing on the same date). (ii) and integral multiples Each of $1,000,000 in excess of the parties hereto hereby agrees that amount. Each Commitment Increase Notice shall specify (i) the date Administrative Agent may take any and all actions as may be reasonably necessary to ensure that all of the Revolving Lenders (each, an "Increased Revolving Loan Amount Date") on which Borrower proposes that including the New Revolving Loan Commitment Lenders) participate in each outstanding Letter of Credit and Swing Line Loan, if any, pro rata on the basis of their respective Revolving Commitments (after giving effect to the New Revolving Commitments), including by assigning to each New Revolving Lender or Increasing Revolving Lender, as applicable, a portion of each then-existing Revolving Lender’s participations under the Credit Agreement in outstanding Letters of Credit and Swing Line Loans, if any, and each New Revolving Lender and Increasing Revolving Lender hereby automatically and without further action shall be effectivedeemed to have assumed a portion of such existing Revolving Lender’s participations, which such that, after giving effect to each deemed assignment and assumption of participations, all of the Revolving Lenders’ (including the New Revolving Lenders’ and the Increasing Revolving Lenders’) participations in Letters of Credit and Swing Line Loans shall be a date not less than held ratably on the basis of their respective Revolving Commitments (A) ten (10) Business Days after giving effect to the date on which such Commitment Increase Notice is delivered to Bank if Bank agrees to provide such New Revolving Loan Commitment and (iiCommitments) twenty (20) Business Days after the date on which such Commitment Increase Notice is delivered to Bank if Bank declines to provide such New Revolving Loan Commitment and one or more financial institutions other than Bank (each, a "New Bank") agree to provide such New Revolving Loan Commitment and (ii) the identity of Administrative Agent may cause all existing Revolving Lenders to assign Revolving Loans to each New Bank to whom Borrower proposes any portion of such New Revolving Loan CommitmentsLender and each Increasing Revolving Lender, as applicable, be allocated and the amounts of such allocations. Borrower first shall offer the New Revolving Loan Commitment to Bank and Borrower shall accept any New Revolving Loan Commitment which Bank elects to provide. Bank and each New Bank may elect or declineRevolving Lender and each Increasing Revolving Lender shall purchase such Revolving Loans, in its sole discretion, each case to provide a New the extent necessary so that all of the Revolving Loan Commitment. In Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the event Bank declines to provide all or any portion basis of such New their respective Revolving Loan Commitment, Bank shall have approved each New Bank which is to provide a New Revolving Loan Commitment. In the event of any oversubscription for any New Revolving Loan Commitment Bank shall determine the final allocation amounts. Such New Revolving Loan Commitment shall become effective as of such Increased Revolving Loan Amount Date; PROVIDED THAT Commitments (1) no Incipient Default or Event of Default shall exist on such Increased Revolving Loan Amount Date before or after giving effect to such the New Revolving Loan Commitment; Commitments). (iii) The Borrower hereby acknowledges that (1) $42,000,000 of the New Revolving Commitments are being established in reliance on the Ratio Amount under Section 2.14 of the Credit Agreement and (2) Bank and each New Bank, if any, has delivered to Borrower its written acceptance $68,000,000 of such the New Revolving Loan Commitment; (3) Commitments are being established in reliance on the event Bank declines to provide all or any portion Fixed Incremental Amount under Section 2.14 of such New Revolving Loan Commitment and one or more New Banks have agreed to provide such New Revolving Loan Commitment, Bank, Borrower and each New Bank shall have entered into an amended and restated credit agreement in form and substance satisfactory to each of Bank, Borrower and each New Bank amending and restating this the Credit Agreement in its entirety; andAgreement.

New Revolving Loans. (a) Subject to the terms and conditions of this subsection 2.1.2The Company may, at any time and from time to time but prior to after the Maturity DateLiquidity Event, by written notice (eachto the Administrative Agent, a "Commitment Increase Notice") to Bank, Borrower may elect to request request, prior to the Revolving Commitment Termination Date, an increase in the aggregate amount of the existing Revolving Loan Commitment Commitments (any such increase, the "New Revolving Loan CommitmentNEW REVOLVING LOAN COMMITMENTS") by an amount not in excess of $10,000,000 in the aggregate and not less than $1,000,000 in any individual request (or such lesser amount which shall be approved by Bank or such lesser amount that shall constitute the difference between $10,000,000 and all such New Revolving Loan Commitments obtained prior to such date) and integral multiples of $1,000,000 in excess of that amount). Each Commitment Increase Notice such notice shall specify (iA) the date (each, an "Increased Revolving Loan Amount DateINCREASED REVOLVING LOAN AMOUNT DATE") on which Borrower the Company proposes that the New Revolving Loan Commitment Commitments shall be effective, which shall be a date not less than (A) ten (10) Business Days after the date on which such Commitment Increase Notice notice is delivered to Bank if Bank agrees to provide such New Revolving Loan Commitment the Administrative Agent and (iiB) twenty (20) Business Days after the date on which such Commitment Increase Notice identity of each Lender or other Person that is delivered to Bank if Bank declines to provide such New Revolving Loan Commitment and one or more financial institutions other than Bank an Eligible Assignee (each, a "New BankNEW REVOLVING LOAN LENDER", as applicable) agree to provide such New Revolving Loan Commitment and (ii) the identity of each New Bank to whom Borrower the Company proposes any portion of such New Revolving Loan Commitments, as applicable, be allocated and the amounts of such allocations. Borrower first shall offer ; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitment to Bank and Borrower shall accept any New Revolving Loan Commitment which Bank elects to provide. Bank and each New Bank Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment. In the event Bank declines to provide all or any portion of such New Revolving Loan Commitment, Bank shall have approved each New Bank which is to provide a New Revolving Loan Commitment. In the event of any oversubscription for any New Revolving Loan Commitment Bank shall determine the final allocation amounts. Such New Revolving Loan Commitment Commitments shall become effective as of such Increased Revolving Loan Amount Date; PROVIDED THAT provided that (1) no Incipient Default or Event of Default shall exist on such Increased Revolving Loan Amount Date before or after giving effect to such New Revolving Loan CommitmentCommitments; (2) Bank and each New Bank, if any, has delivered to Borrower its written acceptance of such the New Revolving Loan CommitmentCommitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Company, the Borrowers, the New Revolving Loan Lenders and the Administrative Agent and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.20(c); (3) the Borrowers shall, if applicable, make any payments required pursuant to Section 2.18(c) in connection with the event Bank declines New Revolving Loan Commitments; and (4) the Company shall deliver or cause to provide be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Effective upon any Increased Revolving Loan Amount Date, (a) each New Revolving Loan Commitment shall be deemed for all or any portion of such purposes a Revolving Commitment and each Loan made thereunder (a "NEW REVOLVING LOAN") shall be deemed, for all purposes, a Revolving Loan, and (b) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and one all matters relating thereto. In addition, any Revolving Loans made on or more New Banks have agreed to provide after the any Increased Revolving Loan Amount Date shall be made pro rata based on the Revolving Commitments in effect on and after such Increased Revolving Loan Amount CREDIT AND GUARANTY AGREEMENT EXECUTION 97 Date (which shall reflect the New Revolving Loan CommitmentCommitments), Bankand continuations of Eurodollar Rate Loans outstanding on such Increased Revolving Loan Amount Date shall be effected by repayment of such Eurodollar Rate Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Rate Loans pro rata based on the Revolving Commitments in effect on and after such Increased Revolving Loan Amount Date (which shall reflect the New Revolving Loan Commitments). In the event that on any Increased Revolving Loan Amount Date there are a sufficient amount of unpaid Base Rate Loans, Borrower then the Borrowers shall make prepayments thereof and new borrowings of Base Rate Loans so that, after giving effect thereto, the Base Rate Loans outstanding on such Increased Revolving Loan Amount Date are held pro rata based on the Revolving Commitments in effect on such Increased Revolving Loan Amount Date. In the event that on any such Increased Revolving Loan Amount Date there are any Eurodollar Rate Loans outstanding, such Eurodollar Rate Loans shall remain outstanding with respect to the holders thereof until the expiration of their respective Interest Periods (unless the Borrowers elect to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Loans will be paid thereon to the respective Lenders holding such Eurodollar Rate Loans pro rata based on the respective principal amounts thereof outstanding. The Administrative Agent shall notify the Lenders promptly upon receipt of the Company's notice of each Increased Revolving Loan Amount Date and in respect thereof (y) the New Bank Revolving Loan Commitments and the New Revolving Loan Lenders, and (z) in the case of each notice to any Lender of Revolving Loans, the respective interests in such Lender's Revolving Loans, in each case subject to the assignments contemplated by this Section. The terms, provisions and interest rate of the New Revolving Loans shall have entered into an amended and restated credit agreement in form and substance satisfactory be identical to each of Bank, Borrower and each New Bank amending and restating this Credit Agreement in its entirety; andthe Revolving Loans.

New Revolving Loans. (a) Subject to the terms and conditions of this subsection 2.1.2Section 2.7, at any time and from time to time but prior to the Maturity Termination Date, by written notice (eachto the Administrative Agent, a "Commitment Increase Notice") to Bank, Borrower the Company may elect to request an increase in the aggregate amount of the existing Revolving Loan Commitment Commitments (any such increase, the "New Revolving Loan CommitmentCommitments") by an amount not in excess of $10,000,000 30,000,000 in the aggregate and not less than $1,000,000 in any individual request 5,000,000 individually (or such lesser amount which shall be approved by Bank the Administrative Agent or such lesser amount that shall constitute the difference between $10,000,000 30,000,000 and all such New Revolving Loan Commitments obtained prior to such date) and integral multiples of $1,000,000 in excess of that amount. Each Commitment Increase Notice such notice shall specify (i) the date (each, an "Increased Revolving Loan Amount Date") on which Borrower the Company proposes that the New Revolving Loan Commitment Commitments shall be effective, which shall be a date not less than (A) ten (10) Business Days after the date on which such Commitment Increase Notice notice is delivered to Bank if Bank agrees to provide such New Revolving Loan Commitment and (ii) twenty (20) Business Days after the date on which such Commitment Increase Notice is delivered to Bank if Bank declines to provide such New Revolving Loan Commitment and one or more financial institutions other than Bank (each, a "New Bank") agree to provide such New Revolving Loan Commitment Administrative Agent and (ii) the identity of each New Bank to whom Borrower the Company proposes any portion of such New Revolving Loan Commitments, as applicable, be allocated and the amounts of such allocations. Borrower first shall offer ; provided that any Bank approached to provide all or a portion of the New Revolving Loan Commitment to Bank and Borrower shall accept any New Revolving Loan Commitment which Bank elects to provide. Bank and each New Bank Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment. In Commitment and further provided that the event Bank declines to provide all or any portion of such Company first shall offer the New Revolving Loan Commitment, Bank Commitments to the existing Banks and the Company shall have approved each New Bank which is to provide a accept any New Revolving Loan CommitmentCommitment which any such Bank elects to provide. In the event of any oversubscription for any New Revolving Loan Commitment Bank Commitments the Administrative Agent shall determine the final allocation amounts. Such New Revolving Loan Commitment Commitments shall become effective as of such Increased Revolving Loan Amount Date; PROVIDED THAT provided that (1) no Incipient Default or Event of Default shall exist on such Increased Revolving Loan Amount Date before or after giving effect to such New Revolving Loan CommitmentCommitments; (2) Bank and each New Bank, if any, has delivered to Borrower its written acceptance of such the New Revolving Loan CommitmentCommitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Company, the New Banks and the Administrative Agent and shall be subject to the requirements set forth in Section 7.6; (3) the Company shall, if applicable, make any payments required pursuant to Sections 8.4 and 5.3 in connection with the event New Revolving Loan Commitments; and (4) the Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. No arrangement fee shall be charged by the Administrative Agent for its own account in connection with the New Revolving Loan Commitments. (b) Effective upon any Increased Revolving Loan Amount Date, (i) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Loan Commitment and each Loan made thereunder (a "New Revolving Loan") shall be deemed, for all purposes, a Revolving Loan, and (ii) each New Bank declines shall become a Bank with respect to provide all or any portion of such the New Revolving Loan Commitment and one all matters relating thereto. In addition, any Revolving Loans made on or more New Banks have agreed to provide after any Increased Revolving Loan Amount Date shall be made pro rata based on the Revolving Loan Commitments in effect on and after such Increased Revolving Loan Amount Date (which shall reflect the New Revolving Loan CommitmentCommitments), and continuations of Eurodollar Rate Loans outstanding on such Increased Revolving Loan Amount Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on the Revolving Loan Commitments in effect on and after such Increased Revolving Loan Amount Date (which shall reflect the New Revolving Loan Commitments). In the event that on any Increased Revolving Loan Amount Date there are a sufficient amount of unpaid Base Rate Loans, then the Company shall make prepayments thereof and new borrowings of Base Rate Loans so that, after giving effect thereto, the Base Rate Loans outstanding on such Increased Revolving Loan Amount Date are held pro rata based on the Revolving Loan Commitments in effect on such Increased Revolving Loan Amount Date. In the event that on any such Increased Revolving Loan Amount Date there are any Eurodollar Loans outstanding, such Eurodollar Loans shall remain outstanding with respect to the holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Banks holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (c) The Administrative Agent shall notify the Banks promptly upon receipt of the Company's notice of each Increased Revolving Loan Amount Date and in respect thereof (i) the New Revolving Loan Commitments and the New Banks, and (ii) in the case of each notice to any Bank of Revolving Loans, the respective interests in such Bank's Revolving Loans, Borrower in each case subject to the assignments contemplated by this Section. The terms, provisions and each interest rate of the New Bank Revolving Loans shall have entered into an amended and restated credit agreement in form and substance satisfactory be identical to each of Bank, Borrower and each New Bank amending and restating this Credit Agreement in its entirety; andthe Revolving Loans.