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).

Optional Increase in Revolving Commitment. Subject to At any time on or before months after 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 6.1.1Closing Date, the Company may, by means of a letter as its option and subject to the Administrative Agent substantially conditions described in this Section, increase the form of Exhibit E, request that the Facility A aggregate Revolving Commitment and/or Facility B Revolving Commitment be increased Commitments 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 adding to this Section 6.1.4) and/or (b) adding Agreement one or more commercial banks or other Persons as a party hereto financial institutions (who shall, upon completion of the requirements stated in this Section 2.01(c), constitute Lenders hereunder) with a Facility A Revolving Commitment and/or Facility B or by allowing one or more Lenders to increase their Revolving Commitments hereunder, so that such added and increased Revolving Commitments shall equal the increase in aggregate Revolving Commitments effectuated pursuant to this Section 2.01(c); provided that, without the consent of all the Lenders, no increase in aggregate Revolving Commitments pursuant to this Section 2.01(c) shall result in the aggregate Revolving Commitments exceeding $150,000,000 less the aggregate amount of reductions, if any, made pursuant to Section 2.04; provided further that, no Lender's Revolving Commitment shall be increased without the consent of such lender. The Borrower may exercise its option to so increase the aggregate Revolving Commitments only if the following conditions are satisfied: (i) no Default or Event of Default exists hereunder, and the Borrower shall have delivered a certificate to the Administrative Agent from a Responsible Officer stating that no Default or Event of Default exists; (ii) the representations and warranties of the Loan Parties contained in an amount agreed Article IV shall be true and correct except to by the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on such earlier date; (iii) the Guarantors shall have consented to such increase in writing; (iv) at any Lender's request the Borrower shall execute a new Revolving Note evidencing the increased Revolving Commitments of such Lender; and (v) the Administrative Agent shall have consented to such increase in writing (such consent not to be unreasonably withheld or delayed). The Borrower shall give the Administrative Agent 10 Business Day's notice of the Borrower's intention to increase the aggregate Revolving Commitments pursuant to this Section 2.01(c). Such notice shall specify each new commercial bank or other Person; provided financial institution (which in any case shall be an Eligible Assignee), if any, the changes in amounts of Revolving Commitments that (i) no will result, and such other information as is reasonably requested by the Administrative Agent. Each new commercial bank or other Person financial institution, and each Lender agreeing to increase its Revolving Commitment, shall be added as a party hereto without the written consent of execute and deliver to the Administrative Agent anda Commitment Increase Agreement. Upon execution and delivery of such Commitment Increase Agreement and any additional Notes contemplated thereby, 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 new commercial bank or other Person as financial institution shall constitute a new "Lender). The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the " hereunder with a Revolving Commitment pursuant to this Section 6.1.4 and of the Facility A as specified therein, or such Lender's Revolving Commitment and/or Facility B Revolving Commitmentshall increase as specified therein, as applicablethe case may be. Notwithstanding the foregoing, of each Revolving Lender after giving effect thereto. The Company acknowledges thatto this Section, 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, the terms and conditions hereof shall remain substantially the same 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)Closing Date.

Optional Increase in Revolving Commitment. (a) Subject to the Limited Condition Acquisition provisions in Section 1.3conditions set forth below, so long as the Company may, with the prior written consent of the Administrative Agent, increase the Revolving Commitment from time to time, either by designating a lender not theretofore a Lender to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent) or by agreeing with an existing Lender that such Lender's Commitment shall be increased (thus increasing the Revolving Commitment); provided that: (i) 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 then occurred and 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); continuing; (ii) the representations and warranties of each Loan Party set forth in no event this Agreement and the other Loan Documents shall be true and correct in all material respects with the aggregate amount same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of all increases of the Revolving Commitment pursuant to this Section 6.1.4 exceed the Incremental Facility Amount; and such earlier date); (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 such increase in the Revolving Commitment shall not be less than $10,000,000, and shall not cause the Revolving Commitment to exceed $350,000,000; (iv) The Company and the Lender increasing its Commitment or lender not theretofore a Lender joining this Agreement as Lender, shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register pursuant to this Section 6.1.4 15.7, a Lender Addition/Increase and Acknowledgement Agreement (a "Lender Addition/Increase Agreement") in form and substance satisfactory to the Administrative Agent and acknowledged by the Administrative Agent and each Guarantor; (v) no existing Lender shall be obligated in any way to increase its Commitment; (vi) the Company shall pay any amount required to be paid pursuant to Section 8.4 hereof resulting from the reallocation of Loans pursuant to the increase in the Revolving Commitment; and (vii) the Administrative Agent may request any other documents or information in its reasonable discretion. (b) Upon the execution, delivery, acceptance and recording of the Lender Addition/Increase Agreement, from and after the effective three Business Days (date specified in a Lender Addition/Increase Agreement, such existing Lender shall have a Commitment as therein set forth or such other period Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of time as may be agreed upon by a Lender with such a Commitment hereunder. (c) Upon its receipt of a Lender Addition/Increase Agreement together with any Note or Notes subject to such addition and assumption and the Companysatisfaction of all conditions specified in Section 6.1.2(a), the Administrative Agent and the Lenders or other Persons participating in shall: (i) accept 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 Lender Addition/Increase Agreement; (ii) above) and (B) received and accepted (such acceptance not to be unreasonably withheld) record the applicable increase letter information contained therein in the form of Annex 1 Register; and (iii) give prompt notice thereof 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 Lenders 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)Company.