Common use of Revolving Credit Commitment Increases Clause in Contracts

Revolving Credit Commitment Increases. (a) In the event that the Company wishes to increase the aggregate Revolving Credit Commitments at any time that no Default or Event of Default has occurred and is continuing, it shall notify the General Administrative Agent in writing of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "R/C Commitment Increase Notice"). The Company may, with the consent of the General Administrative Agent (which consent shall not be unreasonably withheld), (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to subsection (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each R/C Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Company desires to participate in such commitment increase. The Company or, if requested by the Company, the General Administrative 3 Agent will notify such Lenders, and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Company selects to offer participation in the increased Revolving Credit Commitments approved by the General Administrative Agent and which elects to become a party to this Agreement and obtain a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to subsection 2.8(a)(ii) shall execute a New Lender Supplement with the Borrowers and the General Administrative Agent, substantially in the form of Exhibit Q, whereupon such bank, financial institution or other entity (herein called a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1A shall be deemed to be amended to add the name and Revolving Credit Commitment of such New Lender, provided that the Revolving Credit Commitment of any such New Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it by the Company to increase its Revolving Credit Commitment pursuant to subsection 2.8(a)(i) shall, in each case, execute a R/C Commitment Increase Supplement with the Borrowers and the General Administrative Agent, substantially in the form of Exhibit R, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1.1A shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) If any bank, financial institution or other entity becomes a New Lender pursuant to subsection 2.8(b) or any Lender's Revolving Credit Commitment is increased pursuant to subsection 2.8(c), additional Revolving Credit Loans made on or after the effectiveness thereof (the "Re-Allocation Date") shall be made pro rata based on the Revolving Credit Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Revolving Credit Loans in excess of its Revolving Credit Commitment, in which case such excess amount will be allocated to, and made by, such new Lenders and/or Lenders with such increased Revolving Credit Commitments to the extent of, and pro rata based on, their respective Revolving Credit Commitments otherwise available for Revolving Credit Loans), and continuations of LIBOR Loans outstanding on such Re-Allocation Date shall be effected by repayment of such LIBOR Loans on the last day of the Interest Period applicable thereto and the making of new LIBOR Loans pro rata based on such new Revolving Credit Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Base Rate Loans, the Company shall make prepayments thereof and borrowings of Base Rate Loans so that, after giving effect thereto, the Base Rate Loans outstanding are held pro rata based on such new Revolving Credit Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of LIBOR Loans, such LIBOR 4 Loans shall remain outstanding with the respective 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 LIBOR Loans will be paid thereon to the respective Lenders holding such LIBOR Loans pro rata based on the respective principal amounts thereof outstanding. (e) Notwithstanding anything to the contrary in this subsection 2.8, (i) in no event shall any transaction effected pursuant to this subsection 2.8 cause the aggregate Revolving Credit Commitments to exceed $550,000,000, and (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion."

Revolving Credit Commitment Increases. (a) In the event that the Company Borrower wishes to increase the aggregate Total Revolving Credit Commitments at any time that no Default or Event of Default has occurred and is continuingfrom time to time after the Closing Date, it shall notify the General Administrative Agent in writing of the amount (the "Offered “Revolving Commitment Increase Amount"”) of such proposed increase (such notice, a "R/C “Revolving Commitment Increase Notice"”). The Company may, with ; provided that the consent conditions in Section 5.2 are satisfied as of the General Administrative Agent (which consent shall not be unreasonably withheld), (i) offer one or more date of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to subsection (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) belowany such increase. Each R/C Revolving Commitment Increase Notice shall specify which Lenders and/or other banks, financial institutions or other entities (each of which shall be subject to the Company consent of the Administrative Agent, such consent not to be unreasonably withheld) the Borrower desires to participate in provide such commitment increase. The Company or, if requested by the Company, the General Administrative 3 Agent will notify such Lenders, and/or banks, financial institutions or other entities of such offerRevolving Commitment Increase Amount. (b) Any additional bank, financial institution or other entity which the Company Borrower selects to offer participation in the any increased Total Revolving Credit Commitments approved by the General Administrative Agent and which elects agrees to become a party to this Agreement and obtain provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to subsection 2.8(a)(ii) shall execute a New Lender Supplement with the Borrowers Borrower and the General Administrative Agent, substantially in the form of Exhibit QJ-1, whereupon such bank, financial institution or other entity (herein called a "“New Lender"”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1A shall be deemed to be amended to add the name and Revolving Credit Commitment of such New Lender, provided that the Revolving Credit Commitment of any such New Lender shall be in an amount not less than $5,000,000. (c) Any Lender or New Lender which accepts an offer to it by the Company agrees to increase its Revolving Credit Commitment pursuant to subsection 2.8(a)(i) shall, in each case, execute a R/C Commitment Increase Supplement with the Borrowers Borrower and the General Administrative Agent, substantially in the form of Exhibit RJ-2, whereupon such Lender or New Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increasedincreased or new Revolving Commitment, as the case may be, which shall in any event be on the terms, and Schedule 1.1A shall be deemed subject to be amended to so increase the conditions, of the other Revolving Credit Commitment of such LenderCommitments. (d) If On any Increase Effective Date pursuant to Section 2.20, (i) each bank, financial institution or other entity becomes that is a New Lender pursuant to subsection 2.8(bSection 2.20(b) or any Lender's Lender which has increased its Revolving Credit Commitment is increased pursuant to subsection 2.8(c), additional Revolving Credit Loans made on or after the effectiveness thereof (the "Re-Allocation Date"Section 2.20(c) shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to be made pro rata based on equal to its Revolving Percentage of such outstanding Revolving Loans, (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.2) and (iii) risk participations in outstanding Letters of Credit Commitment Percentages shall be adjusted to reflect revised Revolving Commitments. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in effect on and after such Re-Allocation Date (except respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount provisions of Revolving Credit Loans in excess of its Revolving Credit Commitment, in which case such excess amount will be allocated to, and made by, such new Lenders and/or Lenders with such increased Revolving Credit Commitments to Section 2.17 if the extent of, and pro rata based on, their respective Revolving Credit Commitments otherwise available for Revolving Credit Loans), and continuations of LIBOR Loans outstanding on such Re-Allocation Date shall be effected by repayment of such LIBOR Loans deemed payment occurs other than on the last day of the related Interest Period applicable thereto and the making of new LIBOR Loans pro rata based on such new Revolving Credit Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Base Rate Loans, the Company shall make prepayments thereof and borrowings of Base Rate Loans so that, after giving effect thereto, the Base Rate Loans outstanding are held pro rata based on such new Revolving Credit Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of LIBOR Loans, such LIBOR 4 Loans shall remain outstanding with the respective 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 LIBOR Loans will be paid thereon to the respective Lenders holding such LIBOR Loans pro rata based on the respective principal amounts thereof outstandingPeriods. (e) Notwithstanding anything to the contrary in this subsection 2.8Section 2.20(e), (i) in no event shall any transaction effected pursuant to this subsection 2.8 Section 2.20(e) cause the aggregate sum of Total Revolving Credit Commitments to exceed $550,000,000125,000,000, and (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretiondiscretion and (iii) the upfront fees and other equivalent amounts paid by or on behalf of the Borrower to the New Lenders or Lenders in respect of any Revolving Commitment Increase Amount provided by such New Lenders or Lenders (calculated on a basis that amortizes such upfront fees and other equivalent amounts over the remaining term of the Revolving Commitments) shall not be greater than the upfront fees and other equivalent amounts paid in respect of the original Revolving Commitments (as amortized over the original term of the Revolving Commitments)." (f) The Administrative Agent shall receive on or prior to each Increase Effective Date, for the benefit of the Lenders, (i) a legal opinion of counsel to the Borrower in the form attached hereto as Exhibit G-1 and (ii) certified copies of resolutions of the Borrower authorizing such Revolving Commitment Increase Amount.

Revolving Credit Commitment Increases. (a) In the event The Borrower shall be entitled to request that the Company wishes to increase the aggregate Total Revolving Credit Commitments be increased by an aggregate amount not to exceed Two Hundred Million Dollars (U.S. $200,000,000) less the aggregate amount of all prior increases of the Total Revolving Credit Commitments pursuant to this Section 2.1(b)(ii) (such additional Revolving Commitments are referred to herein as the “Additional Revolving Commitments”); provided that in no event shall the Total Revolving Credit Commitments exceed at any time Eight Hundred Million Dollars (U.S. $800,000,000); and provided further that (i) at the time of giving effect to any such Revolving Credit Commitment increase, no Default or Event of Default has occurred and is continuingthen exists, it shall notify the General Administrative Agent in writing of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "R/C Commitment Increase Notice"). The Company may, with the consent of the General Administrative Agent (which consent shall not be unreasonably withheld), (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to subsection (c) below and/or (ii) offer one or more additional banksthe Borrower gives the Revolving Lenders thirty (30) days prior written notice of such election, financial institutions or (iii) any such increase shall be in a minimum amount of U.S. $50,000,000, (iv) no Revolving Lender shall be obligated to increase such Revolving Lender’s Revolving Credit Commitment without such Revolving Lender’s written consent, which may be withheld in such Revolving Lender’s sole discretion, (v) the Administrative Agent is able to arrange, on a best efforts basis, any needed Additional Revolving Commitment amounts, which Additional Revolving Commitments shall be subject to the terms hereof and the other entities Loan Documents, and (vi) any Person providing any Additional Revolving Commitment amount must be reasonably acceptable to the opportunity to participate in all or a portion of Administrative Agent, the Offered Increase Amount pursuant to paragraph (b) below. Each RL/C Commitment Increase Notice shall specify which Lenders and/or banksIssuer, financial institutions or other entities the Company desires to participate in such commitment increase. The Company orSwing Line Lender and the Borrower, if requested by the Company, the General Administrative 3 Agent will notify such Lenders, and/or banks, financial institutions or other entities of Person is not already a Revolving Lender. In connection with any such offer. (b) Any additional bank, financial institution or other entity which the Company selects to offer participation increase in the increased Total Revolving Credit Commitments approved by the General Administrative Agent and which elects parties shall execute any documents reasonably requested in connection with or to become a party evidence such increase, including without limitation, an amendment to this Agreement and obtain a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to subsection 2.8(a)(ii) shall execute a New Lender Supplement with the Borrowers and the General Administrative Agent, substantially in the form of Exhibit Q, whereupon such bank, financial institution or other entity (herein called a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1A shall be deemed to be amended to add the name and Revolving Credit Commitment of such New Lender, provided that the Revolving Credit Commitment of any such New Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it by the Company to increase its Revolving Credit Commitment pursuant to subsection 2.8(a)(i) shall, in each case, execute a R/C Commitment Increase Supplement with the Borrowers and the General Administrative Agent, substantially in the form of Exhibit R, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1.1A shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) If any bank, financial institution or other entity becomes a New Lender pursuant to subsection 2.8(b) or any Lender's Revolving Credit Commitment is increased pursuant to subsection 2.8(c), additional Revolving Credit Loans made on or after the effectiveness thereof (the "Re-Allocation Date") shall be made pro rata based on the Revolving Credit Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Revolving Credit Loans in excess of its Revolving Credit Commitment, in which case such excess amount will be allocated to, and made by, such new Lenders and/or Lenders with such increased Revolving Credit Commitments to the extent of, and pro rata based on, their respective Revolving Credit Commitments otherwise available for Revolving Credit Loans), and continuations of LIBOR Loans outstanding on such Re-Allocation Date shall be effected by repayment of such LIBOR Loans on the last day of the Interest Period applicable thereto and the making of new LIBOR Loans pro rata based on such new Revolving Credit Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Base Rate Loans, the Company shall make prepayments thereof and borrowings of Base Rate Loans so that, after giving effect thereto, the Base Rate Loans outstanding are held pro rata based on such new Revolving Credit Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of LIBOR Loans, such LIBOR 4 Loans shall remain outstanding with the respective 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 LIBOR Loans will be paid thereon to the respective Lenders holding such LIBOR Loans pro rata based on the respective principal amounts thereof outstanding. (e) Notwithstanding anything to the contrary in this subsection 2.8, (i) in no event shall any transaction effected pursuant to this subsection 2.8 cause the aggregate Revolving Credit Commitments to exceed $550,000,000, and (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion."

Revolving Credit Commitment Increases. (a) In the event that the Company Monster Worldwide wishes to increase the aggregate Total Revolving Credit Commitments Commitment at any time that (subject to the limitations of paragraph (e) below) when no Default or Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default has occurred and is continuing, it Monster Worldwide shall notify the General Administrative Agent in writing of the amount (the "“Revolving Offered Increase Amount"”) of such proposed increase (such notice, a "R/C “Revolving Commitment Increase Notice")”) in a minimum amount equal to at least $5,000,000. The Company Monster Worldwide may, at its election, (i) offer the Lenders the opportunity to provide all or a portion of any Revolving Offered Increase Amount pursuant to paragraph (c) below (allocations will be based on the ratio of each Lender’s proposed commitment increase, if any, to the aggregate of all proposed increased commitments) and/or (ii) with the consent of the General Administrative Agent and any Issuing Lender of any then outstanding Letter of Credit (which consent shall not be unreasonably withheld), (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to subsection (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in provide all or a portion of the such Revolving Offered Increase Amount pursuant to paragraph (b) below. Each R/C Revolving Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Company Monster Worldwide desires to participate in provide such commitment increaseRevolving Offered Increase Amount. The Company Monster Worldwide or, if requested by the CompanyMonster Worldwide, the General Administrative 3 Agent will notify such Lenders, and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Company Monster Worldwide selects to offer participation in the any increased Total Revolving Credit Commitments approved by the General Administrative Agent and which elects to become a party to this Agreement and obtain provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to subsection 2.8(a)(iiclause (ii) of Section 3.2(a) shall execute a New Lender Supplement with Monster Worldwide, the Borrowers Administrative Agent and the General Administrative Agentany Issuing Lender of any then outstanding Letter of Credit, substantially in the form of Exhibit QK-1, whereupon such bank, financial institution or other entity (herein called a "“New Revolving Lender"”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1A shall be deemed to be amended to add the name and Revolving Credit Commitment of such New Lender, provided that the Revolving Credit Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it by the Company Monster Worldwide to increase its Revolving Credit Commitment pursuant to subsection 2.8(a)(iclause (i) of Section 3.2(a) shall, in each case, execute a R/C Commitment Increase Supplement with Monster Worldwide subject to the Borrowers consent of, the Syndication Agent, any Issuing Lender of any then outstanding Letter of Credit and the General Administrative AgentAgent (which consent shall not be unreasonably withheld), substantially in the form of Exhibit RK-2, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1.1A shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) If On any Increase Effective Date pursuant to Section 3.2, (i) each bank, financial institution or other entity becomes that is a New Revolving Lender pursuant to subsection 2.8(bSection 3.2(b) or any Lender's Lender which has increased its Revolving Credit Commitment is increased pursuant to subsection 2.8(c), additional Revolving Credit Loans made on or after the effectiveness thereof (the "Re-Allocation Date"Section 3.2(c) shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Revolving Percentage of such outstanding Revolving Loans and (ii) Monster Worldwide shall be made pro rata based on deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Credit Commitment Percentages Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in effect on and after such Re-Allocation Date a notice delivered by Monster Worldwide in accordance with the requirements of Section 2.2). The deemed payments made pursuant to clause (except ii) of the immediately preceding sentence in respect of each Eurocurrency Loan denominated in Dollars shall be subject to indemnification by Monster Worldwide pursuant to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount provisions of Revolving Credit Loans in excess of its Revolving Credit Commitment, in which case such excess amount will be allocated to, and made by, such new Lenders and/or Lenders with such increased Revolving Credit Commitments to Section 4.11 if the extent of, and pro rata based on, their respective Revolving Credit Commitments otherwise available for Revolving Credit Loans), and continuations of LIBOR Loans outstanding on such Re-Allocation Date shall be effected by repayment of such LIBOR Loans deemed payment occurs other than on the last day of the related Interest Period applicable thereto and the making of new LIBOR Loans pro rata based on such new Revolving Credit Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Base Rate Loans, the Company shall make prepayments thereof and borrowings of Base Rate Loans so that, after giving effect thereto, the Base Rate Loans outstanding are held pro rata based on such new Revolving Credit Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of LIBOR Loans, such LIBOR 4 Loans shall remain outstanding with the respective 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 LIBOR Loans will be paid thereon to the respective Lenders holding such LIBOR Loans pro rata based on the respective principal amounts thereof outstandingPeriods. (e) Notwithstanding anything to the contrary in this subsection 2.8Section 3.2, (i) in no event shall any transaction effected pursuant to this subsection 2.8 Section 3.2 cause the aggregate sum of Total Revolving Credit Commitments to exceed $550,000,000125,000,000 (the “Maximum Commitment Increase”), (ii) in no event shall there be more than one Increase Effective Date in any calendar year and (iiiii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion." (f) The Administrative Agent shall have received on or prior to each Increase Effective Date, for the benefit of the Lenders, (i) a legal opinion of counsel to Monster Worldwide covering such matters as are customary for transactions of this type and such other matters as may be reasonably requested by the Administrative Agent and (ii) certified copies of resolutions of Monster Worldwide authorizing such Revolving Offered Increase Amount.