Common use of Requests for Increase by Borrowers Clause in Contracts

Requests for Increase by Borrowers. The Borrowers may request that the Commitments be increased by up to $50,000,000 (each such proposed increase being a “Commitment Increase”) and, upon such request, the Borrowers (or upon the request of the Borrowers, the Agent) may solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any Lender to increase its Commitment (each an “Increasing Lender”), provided that: (i) the minimum amount of the Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof; (ii) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $150,000,000; (iii) each Lender which is a party to this Agreement prior to such increase shall have the first option, and may elect to fund its Pro Rata Share of the amount of the increase in the Commitments (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata Share of the amount of the increase in the Commitments), thereby increasing its Commitment hereunder, but no Lender shall have the obligation to do so; (iv) in the event that it becomes necessary to include a new financial institution to fund the amount of the increase in the Commitments, each such financial institution shall be an Eligible Assignee that is reasonably acceptable to the Agent and Parent and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof (each an “Assuming Lender”); (v) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; (vi) the representations and warranties contained in this Agreement which are qualified by an exception for Material Adverse Effect shall be true and correct on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and all other representations and warranties contained in this Agreement shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (vii) the conditions set forth in Section 8.2 shall be satisfied; (viii) the Commitment Increase shall constitute permitted “Credit Agreement” debt under Section 4.09(1) of the Senior Secured Notes Indenture and shall be secured by “Permitted Liens” described under clause (1) of the definition thereof in the Senior Secured Notes Indenture; (ix) the Borrowers shall pay to the Agent, for the benefit of the Lenders, such fees as may be agreed to by the parties; and (x) the Borrowers shall execute such Revolving Loan Notes as are necessary to reflect the increase in the Commitments.

Requests for Increase by Borrowers. The Borrowers may request may, at any time prior to the Commitment Termination Date, propose that the Commitments Synthetic LC Funding Amounts be increased by up to $50,000,000 (each such proposed increase being a “Commitment Funding Amount Increase”) andby notice to the Administrative Agent, upon such request, the Borrowers (or upon the request of the Borrowers, the Agent) may solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any specifying each existing Synthetic LC Lender to increase its Commitment (each an “Increasing Lender”), provided that: (i) the minimum amount of the Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof; (ii) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $150,000,000; (iii) and/or each Lender which is a party to this Agreement prior to such increase shall have the first option, and may elect to fund its Pro Rata Share of the amount of the increase in the Commitments (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata Share of the amount of the increase in the Commitments), thereby increasing its Commitment hereunder, but no Lender shall have the obligation to do so; (iv) in the event that it becomes necessary to include a new financial institution to fund the amount of the increase in the Commitments, each such financial institution shall be an Eligible Assignee that is reasonably acceptable to the Agent and Parent and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof additional lender (each an “Assuming Lender”), at the Company’s option, that shall have agreed to participate in such increase of the Synthetic LC Funding Amounts and the date on which such increase is to be effective (the “Funding Amount Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date: (A) the minimum amount of any such increase shall be $20,000,000 or a larger multiple of $1,000,000, the minimum Synthetic LC Funding Amount of any Assuming Lender, and the minimum amount of the increase of the Synthetic LC Funding Amount of any Increasing Lender, as part of such Funding Amount Increase shall be $5,000,000 or a larger multiple of $1,000,000 in excess thereof; (vB) the aggregate amount of any such Funding Amount Increase, together with the aggregate amount of all Incremental Loan Commitments of all Series established pursuant to Section 2.01(b) and any increase of Revolving Credit Commitments pursuant to Section 2.08(e), shall not exceed $100,000,000; (C) the Company shall have delivered to the Administrative Agent certificate of the Company stating on such Funding Amount Increase Date that (i) no Default or Event of Default shall have has occurred and be is continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and (viii) the representations and warranties contained in this Agreement which are qualified by an exception for Material Adverse Effect shall be true and correct on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and all other representations and warranties contained in this Agreement shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (vii) the conditions set forth in Section 8.2 shall be satisfied; (viii) the Commitment Increase shall constitute permitted “Credit Agreement” debt under Section 4.09(1) of the Senior Secured Notes Indenture and shall be secured by “Permitted Liens” described under clause (1) of the definition thereof in the Senior Secured Notes Indenture; (ix) the Borrowers shall pay to the Agent, for the benefit of the Lenders, such fees as may be agreed to by the parties; and (xD) each Assuming Lender shall be acceptable to the Borrowers shall execute such Revolving Loan Notes as are necessary Administrative Agent and each Synthetic LC Issuing Lender (who agree not to reflect the increase in the Commitmentswithhold acceptance unreasonably).

Requests for Increase by Borrowers. The Borrowers may request that the Commitments be increased by up to $50,000,000 (each such proposed increase being a “Commitment Increase”) and, upon such request, the Borrowers (or upon the request of the Borrowers, the Agent) may solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any Lender to increase its Commitment (each an “Increasing Lender”), provided that: (i) the minimum amount of the Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof; (ii) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $150,000,000; (iii) each Lender which is a party to this Agreement prior to such increase shall have the first option, and may elect to fund its Pro Rata Share of the amount of the increase in the Commitments (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata Share of the amount of the increase in the Commitments), thereby increasing its Commitment hereunder, but no Lender shall have the obligation to do so; (iv) in the event that it becomes necessary to include a new financial institution to fund the amount of the increase in the Commitments, each such financial institution shall be an Eligible Assignee that is reasonably acceptable to the Agent and Parent and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof (each an “Assuming Lender”); (v) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; (vi) the representations and warranties contained in this Agreement which are qualified by an exception for Material Adverse Effect shall be true and correct on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and all other representations and warranties contained in this Agreement shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (vii) the conditions set forth in Section 8.2 shall be satisfied; (viii) the Commitment Increase shall constitute permitted “Credit Agreement” debt under Section 4.09(1) of the Senior Secured Notes Indenture and shall be secured by “Permitted Liens” described under clause (1) of the definition thereof in the Senior Secured Notes Indenture; (ix) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders, such fees as may be agreed to by the parties; and (x) the Borrowers shall execute such Revolving Loan Notes as are necessary to reflect the increase in the Commitments.

Requests for Increase by Borrowers. The Borrowers may request may, at any time prior to the Later Commitment Termination Date, propose that the Revolving Credit Commitments be increased by up to $50,000,000 (each such proposed increase being a “Commitment Increase”) andby notice to the Administrative Agent, upon such request, the Borrowers (or upon the request of the Borrowers, the Agent) may solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any specifying each existing Revolving Credit Lender to increase its Commitment (each an “Increasing Lender”), provided that: (i) the minimum amount of the Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof; (ii) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $150,000,000; (iii) and/or each Lender which is a party to this Agreement prior to such increase shall have the first option, and may elect to fund its Pro Rata Share of the amount of the increase in the Commitments (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata Share of the amount of the increase in the Commitments), thereby increasing its Commitment hereunder, but no Lender shall have the obligation to do so; (iv) in the event that it becomes necessary to include a new financial institution to fund the amount of the increase in the Commitments, each such financial institution shall be an Eligible Assignee that is reasonably acceptable to the Agent and Parent and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof additional lender (each an “Assuming Lender”) that shall have agreed to an additional Revolving Credit Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the Later Commitment Termination Date; provided that: (A) the minimum amount of any such increase shall be $20,000,000 or a larger multiple of $1,000,000, and the minimum amount of the Revolving Credit Commitment of any Assuming Lender, and the minimum amount of the increase of the Revolving Credit Commitment of any Increasing Lender, as part of such Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000 in excess thereof; (vB) no Default or Event immediately after giving effect to each Commitment Increase, the sum of Default the Net Commitment Increase Amount plus the Net Incremental Increase Amount plus the aggregate undrawn amount of all Secured LOCs shall not exceed $300,000,000; (C) the Company shall have occurred and be continuing delivered to the Administrative Agent certificate of the Company stating on such Commitment Increase Date or shall result from the proposed Commitment Increase; that (vii) no Default has occurred and is continuing and (ii) the representations and warranties contained in this Agreement which are qualified by an exception for Material Adverse Effect shall be true and correct on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and all other representations and warranties contained in this Agreement shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (vii) the conditions set forth in Section 8.2 shall be satisfied; (viii) the Commitment Increase shall constitute permitted “Credit Agreement” debt under Section 4.09(1) of the Senior Secured Notes Indenture and shall be secured by “Permitted Liens” described under clause (1) of the definition thereof in the Senior Secured Notes Indenture; (ix) the Borrowers shall pay to the Agent, for the benefit of the Lenders, such fees as may be agreed to by the parties; and (xD) each Assuming Lender shall be acceptable to the Borrowers shall execute such Revolving Loan Notes as are necessary Administrative Agent and each Issuing Lender (who agree not to reflect the increase in the Commitmentswithhold acceptance unreasonably).

Requests for Increase by Borrowers. The Borrowers may request may, at any time prior to the Commitment Termination Date, propose that the Revolving Credit Commitments be increased by up to $50,000,000 (each such proposed increase being a “Commitment Increase”) andby notice to the Administrative Agent, upon such request, the Borrowers (or upon the request of the Borrowers, the Agent) may solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any specifying each existing Revolving Credit Lender to increase its Commitment (each an “Increasing Lender”), provided that: (i) the minimum amount of the Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof; (ii) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $150,000,000; (iii) and/or each Lender which is a party to this Agreement prior to such increase shall have the first option, and may elect to fund its Pro Rata Share of the amount of the increase in the Commitments (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata Share of the amount of the increase in the Commitments), thereby increasing its Commitment hereunder, but no Lender shall have the obligation to do so; (iv) in the event that it becomes necessary to include a new financial institution to fund the amount of the increase in the Commitments, each such financial institution shall be an Eligible Assignee that is reasonably acceptable to the Agent and Parent and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof additional lender (each an “Assuming Lender”) that shall have agreed to an additional Revolving Credit Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that: (A) the minimum amount of any such increase shall be $20,000,000 or a larger multiple of $1,000,000, and the minimum amount of the Revolving Credit Commitment of any Assuming Lender, and the minimum amount of the increase of the Revolving Credit Commitment of any Increasing Lender, as part of such Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000 in excess thereof; (vB) no Default or Event the aggregate amount of Default any such Commitment Increase, together with the aggregate amount of all Incremental Loan Commitments of all Series established pursuant to Section 2.01(b) and any increase of Synthetic LC Funding Amounts pursuant to Section 3.08(e), shall not exceed $100,000,000; (C) the Company shall have occurred and be continuing delivered to the Administrative Agent certificate of the Company stating on such Commitment Increase Date or shall result from the proposed Commitment Increase; that (vii) no Default has occurred and is continuing and (ii) the representations and warranties contained in this Agreement which are qualified by an exception for Material Adverse Effect shall be true and correct on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and all other representations and warranties contained in this Agreement shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (vii) the conditions set forth in Section 8.2 shall be satisfied; (viii) the Commitment Increase shall constitute permitted “Credit Agreement” debt under Section 4.09(1) of the Senior Secured Notes Indenture and shall be secured by “Permitted Liens” described under clause (1) of the definition thereof in the Senior Secured Notes Indenture; (ix) the Borrowers shall pay to the Agent, for the benefit of the Lenders, such fees as may be agreed to by the parties; and (xD) each Assuming Lender shall be acceptable to the Borrowers shall execute such Administrative Agent and each Revolving Loan Notes as are necessary Issuing Lender (who agree not to reflect the increase in the Commitmentswithhold acceptance unreasonably).

Requests for Increase by Borrowers. The Borrowers may request may, at any time prior to the Commitment Termination Date, propose that the Revolving Credit Commitments be increased by up to $50,000,000 (each such proposed increase being a “Commitment Increase”) andby notice to the Administrative Agent, upon such request, the Borrowers (or upon the request of the Borrowers, the Agent) may solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any specifying each existing Revolving Credit Lender to increase its Commitment (each an “Increasing Lender”), provided that: (i) the minimum amount of the Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof; (ii) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $150,000,000; (iii) and/or each Lender which is a party to this Agreement prior to such increase shall have the first option, and may elect to fund its Pro Rata Share of the amount of the increase in the Commitments (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata Share of the amount of the increase in the Commitments), thereby increasing its Commitment hereunder, but no Lender shall have the obligation to do so; (iv) in the event that it becomes necessary to include a new financial institution to fund the amount of the increase in the Commitments, each such financial institution shall be an Eligible Assignee that is reasonably acceptable to the Agent and Parent and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof additional lender (each an “Assuming Lender”) that shall have agreed to an additional Revolving Credit Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that: (A) the minimum amount of any such increase shall be $20,000,000 or a larger multiple of $1,000,000, and the minimum amount of the Revolving Credit Commitment of any Assuming Lender, and the minimum amount of the increase of the Revolving Credit Commitment of any Increasing Lender, as part of such Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000 in excess thereof; (vB) no Default or Event immediately after giving effect to each Commitment Increase, the sum of Default the Net Commitment Increase Amount plus the Net Incremental Increase Amount plus the aggregate undrawn amount of all Secured LOCs shall not exceed $225,000,000; (C) the Company shall have occurred and be continuing delivered to the Administrative Agent certificate of the Company stating on such Commitment Increase Date or shall result from the proposed Commitment Increase; that (vii) no Default has occurred and is continuing and (ii) the representations and warranties contained in this Agreement which are qualified by an exception for Material Adverse Effect shall be true and correct on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and all other representations and warranties contained in this Agreement shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (vii) the conditions set forth in Section 8.2 shall be satisfied; (viii) the Commitment Increase shall constitute permitted “Credit Agreement” debt under Section 4.09(1) of the Senior Secured Notes Indenture and shall be secured by “Permitted Liens” described under clause (1) of the definition thereof in the Senior Secured Notes Indenture; (ix) the Borrowers shall pay to the Agent, for the benefit of the Lenders, such fees as may be agreed to by the parties; and (xD) each Assuming Lender shall be acceptable to the Borrowers shall execute such Revolving Loan Notes as are necessary Administrative Agent and each Issuing Lender (who agree not to reflect the increase in the Commitmentswithhold acceptance unreasonably).