Common use of Optional Increase in Revolving Commitment Clause in Contracts

Optional Increase in Revolving Commitment. Subject to the Limited Condition Acquisition provisions in Section 1.3, so long as no Event of Default or Unmatured Event of Default exists or would result therefrom and notwithstanding any contrary provision of Section 6.1.1, the Company may, by means of a letter to the Administrative Agent substantially in the form of Exhibit E, request that the Facility A Revolving Commitment and/or Facility B Revolving Commitment be increased by (a) increasing the Facility A Revolving Commitment and/or Facility B Revolving Commitment of one or more Revolving Lenders which have agreed to such increase (it being understood that no Revolving Lender shall have any obligation to increase its Facility A Revolving Commitment or Facility B Revolving Commitment pursuant to this Section 6.1.4) and/or (b) adding one or more commercial banks or other Persons as a party hereto with a Facility A Revolving Commitment and/or Facility B Revolving Commitment in an amount agreed to by any such commercial bank or other Person; provided that (i) no commercial bank or other Person shall be added as a party hereto without the written consent of the Administrative Agent and, in the case of Facility A Revolving Commitments, the Swing Line Lenders and the Issuing Lenders (in each case, which shall not be unreasonably withheld); (ii) in no event shall the aggregate amount of all increases of the Revolving Commitment pursuant to this Section 6.1.4 exceed the Incremental Facility Amount; and (iii) no such increase shall increase the Offshore Currency Sublimit, the amount of the Swing Line Sublimit (without the consent of each Swing Line Lender) or the L/C Sublimit (without the consent of each Issuing Lender). Any increase in the Revolving Commitment pursuant to this Section 6.1.4 shall be effective three Business Days (or such other period of time as may be agreed upon by the Company, the Administrative Agent and the Lenders or other Persons participating in such increase) after the date on which the Administrative Agent has (A) received certified copies of authorizing resolutions of the Board of Directors of the Company authorizing such increase (or authorizing the maximum increase amount specified in clause (ii) above) and (B) received and accepted (such acceptance not to be unreasonably withheld) the applicable increase letter in the form of Annex 1 to Exhibit E (in the case of an increase in the Revolving Commitment of an existing Revolving Lender) or assumption letter in the form of Annex 2 to Exhibit E (in the case of the addition of a commercial bank or other Person as a new Lender). The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the Revolving Commitment pursuant to this Section 6.1.4 and of the Facility A Revolving Commitment and/or Facility B Revolving Commitment, as applicable, of each Revolving Lender after giving effect thereto. The Company acknowledges that, in order to maintain Loans in accordance with each Lender’s pro rata share (based on their Facility A Revolving Commitments or Facility B Revolving Commitments, as applicable), a reallocation of the Facility A Commitments or Facility B Commitments as a result of a non-pro-rata increase in such Revolving Commitments may require prepayment of all or portions of certain Loans on the date of such increase (and any such prepayment shall be subject to the provisions of Section 8.4).

Optional Increase in Revolving Commitment. Subject to the Limited Condition Acquisition provisions in Section 1.3, so So long as no Event of Default or Unmatured Event of Default exists or would result therefrom and notwithstanding any contrary provision of Section 6.1.1, the Company may, by means of a letter to the Administrative Agent substantially in the form of Exhibit E, request that the Facility A Revolving Commitment and/or Facility B Revolving Commitment be increased by (a) increasing the Facility A Revolving Commitment and/or Facility B Revolving Commitment of one or more Revolving Lenders which have agreed to such increase (it being understood that no Revolving Lender shall have any obligation to increase its Facility A Revolving Commitment or Facility B Revolving Commitment pursuant to this Section 6.1.4) and/or (b) adding one or more commercial banks or other Persons as a party hereto with a Facility A Revolving Commitment and/or Facility B Revolving Commitment in an amount agreed to by any such commercial bank or other Person; provided that (i) no commercial bank or other Person shall be added as a party hereto without the written consent of the Administrative Agent and, in the case of Facility A Revolving CommitmentsAgent, the Swing Line Lenders and the Issuing Lenders (in each case, which shall not be unreasonably withheld); (ii) in no event shall the aggregate amount of all increases of the Revolving Commitment pursuant to this Section 6.1.4 exceed the Incremental Facility Amount; and (iii) no such increase shall increase the Offshore Currency Sublimit, the amount of the Swing Line Sublimit (without the consent of each Swing Line Lender) or the L/C Sublimit (without the consent of each Issuing Lender). Any increase in the Revolving Commitment pursuant to this Section 6.1.4 shall be effective three Business Days (or such other period of time as may be agreed upon by the Company, the Administrative Agent and the Lenders or other Persons participating in such increase) after the date on which the Administrative Agent has (A) received certified copies of authorizing resolutions of the Board of Directors of the Company authorizing such increase (or authorizing the maximum increase amount specified in clause (ii) above) and (B) received and accepted (such acceptance not to be unreasonably withheld) the applicable increase letter in the form of Annex 1 to Exhibit E (in the case of an increase in the Revolving Commitment of an existing Revolving Lender) or assumption letter in the form of Annex 2 to Exhibit E (in the case of the addition of a commercial bank or other Person as a new Lender). The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the Revolving Commitment pursuant to this Section 6.1.4 and of the Facility A Revolving Commitment and/or Facility B Revolving Commitment, as applicable, of each Revolving Lender after giving effect thereto. The Company acknowledges that, in order to maintain Loans in accordance with each Lender’s pro rata share (based on their Facility A Revolving Commitments or Facility B Revolving Commitments, as applicable), a reallocation of the Facility A Commitments or Facility B Commitments as a result of a non-pro-rata increase in such the Revolving Commitments Commitment may require prepayment of all or portions of certain Loans on the date of such increase (and any such prepayment shall be subject to the provisions of Section 8.4).