Common use of Increase to Revolving Credit Commitments Clause in Contracts

Increase to Revolving Credit Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the aggregate Revolving Credit Commitments (but not the Letter of Credit Commitment or Swing Line Commitment) by a maximum aggregate amount of up to THREE HUNDRED MILLION DOLLARS ($300,000,000) with additional Revolving Credit Commitments from any existing Lender with a Revolving Credit Commitment or new Revolving Credit Commitments from any other Person selected by the Borrower and acceptable to the Administrative Agent and the Issuing Bank; provided that: (A) any such increase shall be in a minimum principal amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase; (C) no existing Lender shall be under any obligation to increase its Revolving Credit Commitment and any such decision whether to increase its Revolving Credit Commitment shall be in such Lender’s sole and absolute discretion; (1) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Credit Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent; (E) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Credit Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Credit Party (1) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, and (2) in the case of the Borrower, (y) certifying that, before and after giving effect to such increase, (i) the representations and warranties contained in each Loan Document are true and correct in all material respects on and as of the date of such increase, as though made on and as of such date, other than any such representations or warranties that, by their express terms, refer to a specific date other than the date of such increase, in which case as of such specific date, and (ii) no Default or Event of Default exists and (z) including a pro forma compliance certificate demonstrating that the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 5.04 after giving effect to the incurrence of any Advances made on the date of increase; and (F) The Lender Addendum of any existing Lender increasing its Revolving Credit Commitment shall be updated to include such increase pursuant to this Section 2.18 and any Person that becomes a Lender pursuant to this Section 2.18 shall provide a Lender Addendum to the Administrative Agent. The Borrower shall prepay any Revolving Credit Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 2.10) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitments arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Increase to Revolving Credit Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the aggregate Revolving Credit Commitments (but not the Letter of Credit Commitment Facility or Swing Line CommitmentFacility) by a maximum aggregate amount of up to THREE HUNDRED MILLION DOLLARS ($300,000,000) with additional Revolving Credit Commitments from any existing Lender with a Revolving Credit Commitment or new Revolving Credit Commitments from any other Person selected by the Borrower and acceptable to the Administrative Agent and the Issuing Bank; provided that: (A) any such increase shall be in a minimum principal amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase; (C) no existing Lender shall be under any obligation to increase its Revolving Credit Commitment and any such decision whether to increase its Revolving Credit Commitment shall be in such Lender’s sole and absolute discretion; (1) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Credit Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent; (E) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Credit Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Credit Party (1) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, and (2) in the case of the Borrower, (y) certifying that, before and after giving effect to such increase, (i) the representations and warranties contained in each Loan Document are true and correct in all material respects on and as of the date of such increase, as though made on and as of such date, other than any such representations or warranties that, by their express terms, refer to a specific date other than the date of such increase, in which case as of such specific date, and (ii) no Default or Event of Default exists and (z) including a pro forma compliance certificate demonstrating that the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 5.04 after giving effect to the incurrence of any Advances made on the date of increase; and (F) The Lender Addendum of Schedule 2.01 shall be updated to reflect any existing Lender increasing its Revolving Credit Commitment shall be updated to include such increase pursuant to this Section 2.18 and any Person that becomes a Lender pursuant to this Section 2.18 shall provide a Lender Addendum an Administrative Questionnaire to the Administrative Agent. The Borrower shall prepay any Revolving Credit Loans Advances owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 2.10) to the extent necessary to keep the outstanding Revolving Credit Loans Advances ratable with any revised Revolving Credit Commitments arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Increase to Revolving Credit Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the aggregate Revolving Credit Commitments (but not the Letter of Credit Commitment or Swing Line L/C Commitment) by a maximum aggregate amount of up to THREE HUNDRED THIRTY MILLION DOLLARS ($300,000,00030,000,000) (less the amount of any Further Incremental Term Loans made pursuant to Section 4.1(c) and (without duplication) less any unfunded Further Incremental Term Loan Commitments made pursuant to Section 4.1(c) then in effect) with additional Revolving Credit Commitments from any existing Lender with a Revolving Credit Commitment or new Revolving Credit Commitments from any other Person selected by the Borrower and reasonably acceptable to the Administrative Agent and the Issuing BankL/C Issuer (each, an “Incremental Revolving Credit Commitment”); provided that: (A) any such increase shall be in a minimum principal amount of $25,000,000 5,000,000 and in integral multiples of $5,000,000 1,000,000 in excess thereof; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase; (C) the Administrative Agent and the Lenders shall have received from the Borrower an Officer’s Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenants set forth in Section 9.14 based on the financial statements most recently delivered pursuant to Section 8.1(a) or 8.1(b), as applicable, both before and after giving effect (on a Pro Forma Basis) to (x) any Incremental Revolving Credit Commitment and (y) the making of any Revolving Credit Loans pursuant thereto and the application of proceeds thereof; (D) no existing Lender shall be under any obligation to increase its Revolving Credit Commitment and any such decision whether to increase its Revolving Credit Commitment shall be in such Lender’s sole and absolute discretion; (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or and (2) any existing Lender electing to increase its Revolving Credit Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; (EF) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Credit Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Credit Party (1) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, and (2) in the case of the Borrower, (y) certifying that, before and after giving effect to such increase, (ix) the representations and warranties contained in each Loan Document Article VII are true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) on and as of the date of such increase, with the same effect as though if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, other than which representation and warranty shall remain true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representations or warranties that, by their express terms, refer to a specific date other than the date of such increaserepresentation and warranty shall be true and correct in all respects, in which each case as of such specific earlier date), and (iiy) no Default or Event of Default exists and exists; (zG) including a pro forma compliance certificate demonstrating that the Borrower Schedule 1.1(a) shall be deemed revised to include any increase in pro forma compliance with the financial covenants set forth in Section 5.04 after giving effect to the incurrence of any Advances made on the date of increase; and (F) The Lender Addendum of any existing Lender increasing its aggregate Revolving Credit Commitment shall be updated to include such increase Commitments pursuant to this Section 2.18 5.15 and to include thereon any Person that becomes a Lender pursuant to this Section 2.18 5.15; (H) from and after the effectiveness of any Incremental Revolving Credit Commitments, the Loans and Revolving Credit Commitments established pursuant to this Section 5.15 shall provide a Lender Addendum constitute Loans and Revolving Credit Commitments under, and shall be entitled to all the Administrative Agent. The benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Security Documents; (I) the terms of each Incremental Revolving Credit Commitment shall be the same as those of the Revolving Credit Commitments that are increased; and (J) the Borrower shall prepay any Revolving Credit Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 2.105.9) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitments arising from any nonratable increase in the Revolving Credit Commitments under this SectionSection and each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of each Incremental Revolving Credit Commitment, the Lender providing each Incremental Revolving Credit Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Credit Loans and L/C Obligations.