Common use of Revolver Increases Clause in Contracts

Revolver Increases. (a) On and after the Closing Date and until (but not including) the Maturity Date, Borrower, at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by up to $15,000,000 in minimum increments of $5,000,000 (after giving effect to which the Maximum Revolver Amount shall not exceed $78,000,000 less the aggregate amount of reductions to the Revolver Commitments effected on or prior to the date of the Revolver Increase) upon at least 5 Business Days written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing as of the time of the Revolver Increase), (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party and (d) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect to any new Lender. Borrower agrees that Agent shall have no obligation to syndicate the Revolver Increase to Eligible Transferees and no Lender shall have any obligation to provide such Revolver increase. No increase in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Advances based on the Revolver Commitment of such new Lender. To the extent the compensation (including any upfront fee or increased interest rate) paid to any new Lender is in excess of the pro rata upfront fee compensation paid to the Agent (other than agency fees) and each Lender on the Closing Date, Borrower shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date. Any Advance as a result of an increase to the Revolver Commitment pursuant to this Section 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.2, Schedule C-1 shall be deemed amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in connection with any Revolver Increase shall be less the amount of Equipment Loans assigned to the new Lender by the existing Lenders pursuant to the Equipment Loan Sell Down Side Letter.

Revolver Increases. (a) On and after Borrowers may, prior to the Closing Date and until (but not including) the Latest Maturity Date, Borrowerby written notice to Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by request up to $15,000,000 4 increases (in minimum increments of $5,000,000 (after giving effect 25,000,000) and not to which exceed $100,000,000175,000,000 in the aggregate, to the amount of the Maximum Revolver Amount shall not exceed $78,000,000 less the aggregate amount of reductions to the Revolver Commitments effected on or prior to the date of the (any such increase, a “Revolver Increase) upon at least 5 Business Days written notice (” and collectively, the “Revolver Increase NoticeIncreases”); provided, that (i) to the Agent (which notice Agent no such request shall promptly deliver to the Lenders). The be made, and no Revolver Increase Notice shall (a) specify be effective, if at the date upon which the time that such Revolver Increase is requested to occur, be made (band upon giving effect thereto) be delivered at a time when no Default or Event of Default has occurred shall exist and is continuing (and the effectiveness of the ii) any such Revolver Increase shall may be subject to no Default or Event a closing fee to be determined. The notice from Borrowers pursuant to this Section shall set forth the requested amount of Default existing as of the time of the such Revolver Increase), (c) certify that . Each Lender shall have the right to increase by its Pro Rate Share of any proposed Revolver Increase will not violate or conflict by written notice to Administrative Borrower and Agent by the deadline therefor reasonably established by Agent in consultation with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party and (d) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect Administrative Borrower. Any Lender who fails to respond to any new Lender. Borrower agrees that Agent shall have no obligation to syndicate the such Revolver Increase by such deadline shall be deemed to Eligible Transferees and no have elected to not participate in such Revolver Increase. No Lender shall have any obligation to provide such participate in any Revolver increaseIncrease. No increase If any Lender shall elect not to participate in the Maximum any Revolver Amount shall become effective until all Increase, Agent or Borrowers, at Borrowers’ election, may invite any existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form Lender(s) and/or prospective lenderlenders who isare reasonably satisfactory to Agent and Borrowers to become a Lender in connection with such proposed Revolver Increase, subject to the provisions of Section 13 (including, without limitation, consent rights of Agent pursuant and Administrative Borrower with respect to which any such existing Lenders state the amount of their prospective lender as if it were an Assignee). No Lender shall have any obligation to participate in any Revolver Increase. In connection with each Revolver Increase and as a further condition to providing each Revolver Increase, Lenders and each Loan Party shall execute such amendments, agreements, instruments and documents, if any, as Agent shall reasonably request to evidence such Revolver Increase and to increase each minimum Excess Availability or minimum Availability threshold set forth in this Agreement and the other Loan Documents by an amount in proportion to such Revolver Increase and, any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of Person that becomes a Lender hereunder and any such new and increasing Lenders agree shall execute a joinder to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute this Agreement as a proportional amount of the aggregate outstanding Advances based on the Revolver Commitment of such new Lender. To the extent the compensation (including any upfront fee or increased interest rate) paid to any new Lender is in excess of the pro rata upfront fee compensation paid to the Agent (other than agency fees) and each Lender on the Closing Date, Borrower shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date. Any Advance as a result of an increase to the Revolver Commitment pursuant to this Section 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.2, Schedule C-1 shall be deemed amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in In connection with any Revolver Increase Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall be less the amount of Equipment Loans assigned deliver to the new Lender Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the existing Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders pursuant to comply with any of the Equipment Loan Sell Down Side Letterrequirements under Regulations T, U or X of the Board of Governors.

Revolver Increases. (a) On and after the Closing Date and until (but not including) Borrowers may, prior to the Maturity Date, Borrowerby written notice to Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by request up to $15,000,000 2 increases (in minimum increments of $5,000,000 (after giving effect 25,000,000) and not to which exceed $50,000,000 in the aggregate, to the amount of the Maximum Revolver Amount shall not exceed $78,000,000 less the aggregate amount of reductions to the Revolver Commitments effected on or prior to the date of the (any such increase, a "Revolver Increase" and collectively, the "Revolver Increases"); provided, that (i) upon at least 5 Business Days written notice (“no such request shall be made, and no Revolver Increase Notice”) to shall be effective, if at the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the time that such Revolver Increase is requested to occur, be made (band after giving effect thereto) be delivered at a time when no Default or Event of Default has occurred shall exist and is continuing (and the effectiveness of the ii) any such Revolver Increase shall will be subject to no Default or Event of Default existing as of the time of the Revolver Increase), (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party and (d) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect a closing fee to any new Lenderbe determined. Borrower agrees that Agent shall have no obligation to syndicate the Revolver Increase to Eligible Transferees and no Lender shall have any obligation to provide such Revolver increase. No increase in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Advances based on the Revolver Commitment of such new Lender. To the extent the compensation (including any upfront fee or increased interest rate) paid to any new Lender is in excess of the pro rata upfront fee compensation paid to the Agent (other than agency fees) and each Lender on the Closing Date, Borrower shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date. Any Advance as a result of an increase to the Revolver Commitment The notice from Borrowers pursuant to this Section 2.2 shall be subject to set forth the requested amount of such Revolver Increase. If Borrowers' request for the Revolver Increase satisfies all of the terms and conditions contained set forth herein, Agent shall notify Borrowers and each Lender of the date such Revolver Increase is to be made (in each case, which date shall be within 10 Business Days of the date each of the foregoing conditions have been satisfied or waived). Each Lender shall have the option (but shall have no obligation) to participate in such Revolver Increase by notifying Agent within 5 Business Days of receipt by such Lender of notice of such Revolver Increase that such Lender elects to participate. With respect to any Revolver Increase, each participating Lender's Revolver Commitment shall be increased by its Pro Rata Share of such Revolver Increase. If one or more Lenders elect not to participate in a Revolver Increase, the participating Lenders may elect to increase their participation in such Revolver Increase. If sufficient Lenders do not elect to participate in such Revolver Increase, Agent and Borrowers may add new lenders for such purpose, subject to the provisions of Section 13. In connection with each Revolver Increase and as a further condition to providing each Revolver Increase, Lenders and each Loan Party shall execute such amendments, agreements, instruments and documents, if any, as Agent shall reasonably request to evidence such Revolver Increase and to increase each minimum Excess Availability or minimum Availability threshold set forth in this Agreement. Upon Agreement and the increase of the other Loan Documents by an amount in proportion to such Revolver Commitment pursuant Increase and, any Person that becomes a Lender shall execute a joinder to this Section 2.2, Schedule C-1 shall be deemed amended and replaced with Agreement as a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in connection with any Revolver Increase shall be less the amount of Equipment Loans assigned to the new Lender by the existing Lenders pursuant to the Equipment Loan Sell Down Side LetterLender.

Revolver Increases. (a) On and after the Closing Date and until (but not including) Borrowers may, prior to the Maturity Date, Borrowerby written notice to Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by request up to $15,000,000 2 increases (in minimum increments of $5,000,000 (after giving effect 25,000,000) and not to which exceed $50,000,000 in the aggregate, to the amount of the Maximum Revolver Amount shall not exceed $78,000,000 less the aggregate amount of reductions to the Revolver Commitments effected on or prior to the date of the (any such increase, a "Revolver Increase" and collectively, the "Revolver Increases"); provided, that (i) upon at least 5 Business Days written notice (“no such request shall be made, and no Revolver Increase Notice”) to shall be effective, if at the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the time that such Revolver Increase is requested to occur, be made (band after giving effect thereto) be delivered at a time when no Default or Event of Default has occurred and is continuing shall exist, (and the effectiveness of the ii) any such Revolver Increase shall will be subject to no Default or Event of Default existing as of the time of the Revolver Increase), (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party a closing fee to be determined and (diii) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect to any new Lender. Borrower agrees that Agent the available amount of Revolver Increases shall have no obligation to syndicate the Revolver Increase to Eligible Transferees and no Lender shall have any obligation to provide such Revolver increase. No increase be decreased by each dollar of Incremental Loans (as defined in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing Term Loan Credit Agreement as in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Advances based effect on the Revolver Commitment of such new Lender. To date hereof) advanced under the extent the compensation (including any upfront fee or increased interest rate) paid to any new Lender is Term Loan Credit Agreement in excess of the pro rata upfront fee compensation paid to the Agent (other than agency fees) and each Lender on the Closing Date, Borrower shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date$25,000,000. Any Advance as a result of an increase to the Revolver Commitment The notice from Borrowers pursuant to this Section 2.2 shall be subject to set forth the requested amount of such Revolver Increase. If Borrowers' request for the Revolver Increase satisfies all of the terms and conditions contained set forth herein, Agent shall notify Borrowers and each Lender of the date such Revolver Increase is to be made (in each case, which date shall be within 10 Business Days of the date each of the foregoing conditions have been satisfied or waived). Each Lender shall have the option (but shall have no obligation) to participate in such Revolver Increase by notifying Agent within 5 Business Days of receipt by such Lender of notice of such Revolver Increase that such Lender elects to participate. With respect to any Revolver Increase, each participating Lender's Revolver Commitment shall be increased by its Pro Rata Share of such Revolver Increase. If one or more Lenders elect not to participate in a Revolver Increase, the participating Lenders may elect to increase their participation in such Revolver Increase. If sufficient Lenders do not elect to participate in such Revolver Increase, Agent and Borrowers may add new lenders for such purpose, subject to the provisions of Section 13. In connection with each Revolver Increase and as a further condition to providing each Revolver Increase, Lenders and each Loan Party shall execute such amendments, agreements, instruments and documents, if any, as Agent shall reasonably request to evidence such Revolver Increase and to increase each minimum Excess Availability or minimum Availability threshold set forth in this Agreement. Upon Agreement and the increase of the other Loan Documents by an amount in proportion to such Revolver Commitment pursuant Increase and, any Person that becomes a Lender shall execute a joinder to this Section 2.2, Schedule C-1 shall be deemed amended and replaced with Agreement as a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in connection with any Revolver Increase shall be less the amount of Equipment Loans assigned to the new Lender by the existing Lenders pursuant to the Equipment Loan Sell Down Side LetterLender.

Revolver Increases. (a) On and after the Closing Date and until (but not including) the Maturity DateFrom time to time, Borrower, at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by up to $15,000,000 in minimum increments of $5,000,000 (after giving effect to which the Maximum Revolver Amount shall not exceed $78,000,000 less the aggregate amount of reductions to the Revolver Commitments effected on or prior to the date of the Revolver Increase) upon at least 5 Business Days written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when so long as no Default or Event of Default has occurred and is continuing continuing, Administrative Borrower may, upon at least 15 Business Days’ prior written notice to Agent, request that the Commitments then in effect be increased by an additional amount not to exceed, in the aggregate, $20,000,000 (the amount of any such increase, the “Additional Commitment Amount”), and upon such request, Administrative Borrower may propose, and Agent will use its commercially reasonable efforts to solicit, additional financial institutions to become Lenders for purposes of this Agreement or any existing Lender to increase its Commitment; provided, however, that (i) each Lender which is a party to this Agreement prior to such increase shall have the effectiveness first option to participate in any such Commitment increase based on its Pro Rata Share of the Revolver Increase shall be subject to no Default or Event of Default existing as amount of the time 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 Revolver Increaseamount of the increase in the Commitments), (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contractthereby increasing its Commitment hereunder, agreement, instrument or obligation of any Credit Party and (d) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect to any new Lender. Borrower agrees that Agent shall have no obligation to syndicate the Revolver Increase to Eligible Transferees and but no Lender shall have any the obligation to provide such Revolver increase. No do so; (ii) in the event that it becomes necessary to include a new financial institution to fund all or any portion of the amount of the increase in the Maximum Revolver Amount Commitments, each such financial institution shall be reasonably acceptable to Agent and Borrowers, and each such financial institution shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Advances based on the Revolver Commitment of become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof, as evidenced by such new Lender’s execution and delivery of an agreement in form and substance reasonably satisfactory to Agent; (iii) no Lender shall have an obligation to Borrowers, Agent or any other Lender to increase its Commitment or its Pro Rata Share of the Commitments, and (iv) in no event shall the addition of any Lender or Lenders or the increase in the Commitment of any Lender under this Section 2.2 increase the Commitments in any single instance by less than $10,000,000. To Upon the extent addition of any Lender, or the compensation increase in the Commitment of any Lender, the Commitments set forth on Schedule C-1 shall be amended by Agent to reflect such addition or such increase. In connection with any Commitment increase, Borrowers shall pay (including any upfront fee or increased interest ratex) paid to any new Lender is in excess and any Lender increasing its Commitment, all closing fees as may be agreed to by Borrowers and such Lenders, (y) to Agent, for its own account, all of the pro rata upfront fee compensation paid Agent’s reasonable costs and expenses relating thereto, and (z) to Agent, for its own account, such arrangement fees as may be agreed to by Borrowers and Agent to the extent Agent (other than agency fees) and each Lender on the Closing Date, Borrower shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date. Any Advance as a result of an increase to the Revolver arranges any such Commitment pursuant to this Section 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.2, Schedule C-1 shall be deemed amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in connection with any Revolver Increase shall be less the amount of Equipment Loans assigned to the new Lender by the existing Lenders pursuant to the Equipment Loan Sell Down Side Letterincrease.