Common use of Increases in Revolving Committed Amount Clause in Contracts

Increases in Revolving Committed Amount. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date (but prior to the date which is 180 days immediately preceding the Maturity Date), the Borrower may, upon at least 15 days' written notice to the Administrative Agent (who shall promptly notify each Lender of such notice), propose to increase the Revolving Committed Amount by a minimum amount of $25,000,000 and in integral multiples of $5,000,000 above such amount, up to an aggregate maximum amount not to exceed $100,000,000 (the amount of any such increase, the "Additional Commitment Amount"). Each Lender shall have the right for a period of 10 days following receipt of such notice, to elect by written notice to the Administrative Agent to increase its Commitment by a principal amount equal to its Commitment Percentage of the Additional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Credit Agreement and the other Credit Documents, and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. (b) If any Lender shall not elect to increase its Commitment pursuant to subsection (a) of this Section, the Borrower may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Commitment and in the case of any other such Person (an "Additional Lender"), become a party to this Agreement; provided, however, that any new bank or financial institution must conform to the definition of Eligible Assignee, must have a Commitment of at least $5,000,000 and must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the portion of the Additional Commitment Amount which has not been subscribed pursuant to subsection (a) immediately above. (c) An increase in the Revolving Committed Amount pursuant to this Section 2.13 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent (each, an "Additional Commitment Agreement") signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and Additional Lenders and setting forth the agreement of each Additional Lender to become a party to this Credit Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Revolving Committed Amount and such opinions of counsel for the Borrower with respect to the increase in the Revolving Committed Amount as the Administrative Agent may reasonably request. (d) Upon the acceptance of an Additional Commitment Agreement by the Administrative Agent, the Revolving Committed Amount shall automatically be increased by the amount of the Commitments added through such agreement and Schedule 2.01 shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such new Commitments. (e) Upon any increase in the Revolving Committed Amount pursuant to this Section 2.13 that is not pro rata among all Lenders, if any Revolving Loans are outstanding at the time of such increase, then the Borrower will prepay one or more existing Revolving Loans in an amount necessary such that after giving effect to the increase in the Revolving Committed Amount each Lender will hold its pro rata share (based on its Commitment Percentage of the revised Revolving Committed Amount) of outstanding Revolving Loans.

Increases in Revolving Committed Amount. (a) So long as no Default or Event of Default has occurred At any time and is continuing, from time to time after the Closing Date (but prior to the date which is 180 days immediately preceding the Maturity Date)time, the Borrower Borrowers may, upon at least 15 days' written notice to the Administrative Agent (who shall promptly notify each Lender of such notice)if they so elect, propose to increase the Revolving Committed Amount by a minimum (in an aggregate amount of not less than $25,000,000 5,000,000), either by designating one or more financial institutions not theretofore Lenders to become Lenders or by agreeing with one or more of the existing Lenders that such Lenders' Commitments shall be increased. Upon execution and delivery by the Borrowers and such Lenders or other financial institutions of an instrument (a "Commitment Acceptance") substantially in integral multiples the form of $5,000,000 above Exhibit J hereto, such amount, up to an aggregate maximum amount existing Lenders shall have additional Commitments as therein set forth or such other financial institutions shall become Lenders with Commitments as therein set forth and with all rights and obligations of Lenders with Commitments as therein set forth; provided that no such increase shall be effective unless (i) the Agent and the Issuing Bank shall have consented (each such consent not to exceed $100,000,000 (be unreasonably withheld or delayed) to the amount designation of any such increase, the "Additional Commitment Amount"). Each Lender shall have the right for financial institution not theretofore a period of 10 days following receipt of such notice, to elect by written notice to the Administrative Agent to increase its Commitment by a principal amount equal to its Commitment Percentage of the Additional Commitment Amount. No Lender (it being understood that no consent or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Credit Agreement and the other Credit Documents, and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently approval from any other Lender. Any Lender not responding within such time period shall be deemed required), (ii) the aggregate amount of Commitment increases made pursuant to this Section 2.11 shall not exceed $25,000,000, (iii) immediately before and after giving effect to such increase (x) no Default shall have declined occurred and be continuing and (y) the representations and warranties of the Borrowers set forth in Section 6 shall be true and correct in all material respects at and as if made as of the effective date of such increase in commitments (as set forth in the Commitment Acceptance) (the "Increase Date") as applicable (except to increase its Commitmentthe extent such representations and warranties expressly and exclusively relate to an earlier date), and (iv) the Borrowers shall have delivered to the Agent a copy of the Commitment Acceptance and such other evidence (which may include opinions of counsel) as it may request to confirm the Borrowers' due authorization of the transactions contemplated by this Section and the validity and enforceability of the Borrowers' obligation arising therefrom. (b) If and to the extent any Lender shall not elect to increase its Commitment pursuant to subsection (a) of this SectionLoans are outstanding on the Increase Date, the Borrower may designate another bank or other financial institution Borrowers shall (which may be, but need not be, one or more A) at the end of the existing Lenderscurrent Interest Period, in the case of outstanding Eurodollar Loans and (B) which at within one Business Days of the time agrees toIncrease Date, in the case of any other outstanding Loans, prepay or repay each such Person that is an existing LenderLoan then outstanding in its entirety and, increase its Commitment and in the case of any other such Person (an "Additional Lender"), become a party to this Agreement; provided, however, that any new bank or financial institution must conform to the definition of Eligible Assignee, must have a Commitment of at least $5,000,000 extent that the Borrowers elect to do so and must be acceptable subject to the Administrative Agentconditions specified in Section 5.2, which acceptance will not be unreasonably withheld or delayed. The sum of the increases Borrowers shall re-borrow Loans from the applicable Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the portion of the Additional Commitment Amount which has not been subscribed pursuant to subsection (a) immediately abovesuch proportion. (c) An increase in the Revolving Committed Amount pursuant to this Section 2.13 shall become effective upon the receipt by the Administrative Agent of an agreement in form If and substance satisfactory to the Administrative Agent (eachextent any LOC Obligations are outstanding on the Increase Date, an "Additional Commitment Agreement") signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and Additional Lenders and setting forth the agreement of each Additional Lender to become a party to this Credit Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Revolving Committed Amount and such opinions of counsel for the Borrower with respect to the increase in the Revolving Committed Amount as the Administrative Agent may reasonably request. (d) Upon the acceptance of an Additional Commitment Agreement by the Administrative Agent, the Revolving Committed Amount shall automatically be has not been assumed or increased by the amount of the Commitments added through such agreement and Schedule 2.01 shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such new Commitments. (e) Upon any increase in the Revolving Committed Amount pursuant to Section 2.11(a) (the "Non-Increasing Lender") shall be deemed, without further action by any party hereto, to have sold to each Lender whose Commitment has been assumed or increased pursuant to clause Section 2.11(a) of this Section 2.13 that is not pro rata among all Lenders(an "Increased Commitment Lender") and each Increased Commitment Lender shall be deemed, if without further action by any Revolving Loans are outstanding at the time party hereto, to have purchased from each Non-Increasing Lender, a participation (on terms specified in Section 2.2) in each Letter of such increase, then the Borrower will prepay one or more existing Revolving Loans Credit in an amount necessary such that after giving effect to all such purchases and sales all outstanding LOC Obligations are held by the increase Lenders in the Revolving Committed Amount each Lender will hold its pro rata share (based on its Commitment Percentage of the revised Revolving Committed Amount) of outstanding Revolving Loansproportion to their respective Commitments after giving effect to such assumptions and increases.

Increases in Revolving Committed Amount. (a) So long as no Default or Event of Default has occurred At any time and is continuing, from time to time after the Closing Date (but prior to the date which is 180 days immediately preceding the Maturity Date)time, the Borrower Borrowers may, upon at least 15 days' written notice to the Administrative Agent (who shall promptly notify each Lender of such notice)if they so elect, propose to increase the Revolving Committed Amount by a minimum (in an aggregate amount of not less than $25,000,000 5,000,000), either by designating one or more financial institutions not theretofore Lenders to become Lenders or by agreeing with one or more of the existing Lenders that such Lenders' Commitments shall be increased. Upon execution and delivery by the Borrowers and such Lenders or other financial institutions of an instrument (a "COMMITMENT ACCEPTANCE") substantially in integral multiples the form of $5,000,000 above Exhibit J hereto, such amount, up to an aggregate maximum amount existing Lenders shall have additional Commitments as therein set forth or such other financial institutions shall become Lenders with Commitments as therein set forth and with all rights and obligations of Lenders with Commitments as therein set forth; provided that no such increase shall be effective unless (i) the Agent shall have consented (such consent not to exceed $100,000,000 (be unreasonably withheld or delayed) to the amount designation of any such increase, the "Additional Commitment Amount"). Each Lender shall have the right for financial institution not theretofore a period of 10 days following receipt of such notice, to elect by written notice to the Administrative Agent to increase its Commitment by a principal amount equal to its Commitment Percentage of the Additional Commitment Amount. No Lender (it being understood that no consent or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Credit Agreement and the other Credit Documents, and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently approval from any other Lender. Any Lender not responding within such time period shall be deemed required), (ii) the aggregate amount of Commitment increases made pursuant to this Section 2.11 shall not exceed $25,000,000, (iii) immediately before and after giving effect to such increase (x) no Default shall have declined occurred and be continuing and (y) the representations and warranties of the Borrowers set forth in Section 6 shall be true and correct in all material respects at and as if made as of the effective date of such increase in commitments (as set forth in the Commitment Acceptance) (the "INCREASE DATE") as applicable (except to increase its Commitmentthe extent such representations and warranties expressly and exclusively relate to an earlier date), and (iv) the Borrowers shall have delivered to the Agent a copy of the Commitment Acceptance and such other evidence (which may include opinions of counsel) as it may request to confirm the Borrowers' due authorization of the transactions contemplated by this Section and the validity and enforceability of the Borrowers' obligation arising therefrom. (b) If and to the extent any Lender shall not elect to increase its Commitment pursuant to subsection (a) of this SectionLoans are outstanding on the Increase Date, the Borrower may designate another bank or other financial institution Borrowers shall (which may be, but need not be, one or more A) at the end of the existing Lenderscurrent Interest Period, in the case of outstanding Eurodollar Loans and (B) which at within one Business Days of the time agrees toIncrease Date, in the case of any other outstanding Loans, prepay or repay each such Person that is an existing LenderLoan then outstanding in its entirety and, increase its Commitment and in the case of any other such Person (an "Additional Lender"), become a party to this Agreement; provided, however, that any new bank or financial institution must conform to the definition of Eligible Assignee, must have a Commitment of at least $5,000,000 extent that the Borrowers elect to do so and must be acceptable subject to the Administrative Agentconditions specified in Section 5.2, which acceptance will not be unreasonably withheld or delayed. The sum of the increases Borrowers shall re-borrow Loans from the applicable Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the portion of the Additional Commitment Amount which has not been subscribed pursuant to subsection (a) immediately abovesuch proportion. (c) An increase in the Revolving Committed Amount pursuant to this Section 2.13 shall become effective upon the receipt by the Administrative Agent of an agreement in form If and substance satisfactory to the Administrative Agent (eachextent any LOC Obligations are outstanding on the Increase Date, an "Additional Commitment Agreement") signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and Additional Lenders and setting forth the agreement of each Additional Lender to become a party to this Credit Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Revolving Committed Amount and such opinions of counsel for the Borrower with respect to the increase in the Revolving Committed Amount as the Administrative Agent may reasonably request. (d) Upon the acceptance of an Additional Commitment Agreement by the Administrative Agent, the Revolving Committed Amount shall automatically be has not been assumed or increased by the amount of the Commitments added through such agreement and Schedule 2.01 shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such new Commitments. (e) Upon any increase in the Revolving Committed Amount pursuant to Section 2.11(a) (the "NON-INCREASING LENDER") shall be deemed, without further action by any party hereto, to have sold to each Lender whose Commitment has been assumed or increased pursuant to clause Section 2.11(a) of this Section 2.13 that is not pro rata among all Lenders(an "INCREASED COMMITMENT LENDER") and each Increased Commitment Lender shall be deemed, if without further action by any Revolving Loans are outstanding at the time party hereto, to have purchased from each Non-Increasing Lender, a participation (on terms specified in Section 2.2) in each Letter of such increase, then the Borrower will prepay one or more existing Revolving Loans Credit in an amount necessary such that after giving effect to all such purchases and sales all outstanding LOC Obligations are held by the increase Lenders in the Revolving Committed Amount each Lender will hold its pro rata share (based on its Commitment Percentage of the revised Revolving Committed Amount) of outstanding Revolving Loansproportion to their respective Commitments after giving effect to such assumptions and increases.

Increases in Revolving Committed Amount. Prior to the Revolving Commitment Termination Date and upon at least fifteen (15) days’ prior written notice to the Agent (which notice shall be promptly transmitted by the Agent to each Lender), the Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Revolving Committed Amount (but not the Letter of Credit Sublimit or the Swing Line Sublimit); provided that (a) So long as no Default or Event of Default has occurred and is continuing, from shall exist at the time to time after of the Closing Date (but prior to request or the date which is 180 days immediately preceding the Maturity Date), the Borrower may, upon at least 15 days' written notice to the Administrative Agent (who shall promptly notify each Lender of such notice), propose to proposed increase in the Revolving Committed Amount by Amount, (b) such increase must be in a minimum amount of $25,000,000 10,000,000 and in integral multiples of $5,000,000 1,000,000 above such amount, up to an aggregate maximum amount not to exceed $100,000,000 (the amount of any such increase, the "Additional Commitment Amount"). Each Lender shall have the right for a period of 10 days following receipt of such notice, to elect by written notice to the Administrative Agent to increase its Commitment by a principal amount equal to its Commitment Percentage of the Additional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Credit Agreement and the other Credit Documents, and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. (b) If any Lender shall not elect to increase its Commitment pursuant to subsection (a) of this Section, the Borrower may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Commitment and in the case of any other such Person (an "Additional Lender"), become a party to this Agreement; provided, however, that any new bank or financial institution must conform to the definition of Eligible Assignee, must have a Commitment of at least $5,000,000 and must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the portion of the Additional Commitment Amount which has not been subscribed pursuant to subsection (a) immediately above. (c) An increase in the Revolving Committed Amount shall not be increased to an amount greater than ONE BILLION DOLLARS ($1,000,000,000) without the prior written consent of the Required Lenders, (d) the aggregate amount of all increases to the Revolving Committed Amount pursuant to this Section 2.13 2.18 shall become effective upon not exceed $200,000,000 without the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent (each, an "Additional Commitment Agreement") signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and Additional Lenders and setting forth the agreement of each Additional Lender to become a party to this Credit Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part prior written consent of the Required Lenders, (e) no individual Lender’s Revolving Commitment may be increased without such Lender’s written consent, (f) if requested pursuant to Section 2.5, the Borrower with respect shall execute and deliver such Revolving Loan Note(s) as are necessary to reflect the increase in the Revolving Committed Amount, (g) Schedule 1.1(c) shall be amended to reflect the revised Revolving Committed Amount and such opinions revised Revolving Commitment Percentages of counsel the Lenders, (h) all of the representations and warranties of the Borrower contained in the Loan Documents shall be true and correct in all material respects on and as of the time of the request for the Borrower with respect to the proposed increase in the Revolving Committed Amount as though made on and as of that date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the Administrative text thereof, (i) the Agent may reasonably request. shall have received from the Borrower, any customary legal opinions or other documents (d) Upon the acceptance of an Additional Commitment Agreement including a resolution duly adopted by the Administrative Agentboard of directors (or equivalent governing body) of each Loan Party authorizing such increase), the Revolving Committed Amount shall automatically be increased and all other documents reasonably requested by the amount of the Commitments added through Agent in connection with such agreement increase, and Schedule 2.01 shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such new Commitments. (ej) Upon any increase in the Revolving Committed Amount pursuant to this Section 2.13 that is not pro rata among all Lenders, if any Revolving Loans are outstanding at the time of such increasean increase in the Revolving Committed Amount, then the Borrower will prepay (provided that any such prepayment shall be subject to Section 2.14) one (1) or more existing Revolving Loans in an amount necessary such that after giving effect to the increase in the Revolving Committed Amount each Lender will hold its pro rata share (based on its Commitment Percentage share of the revised Revolving Committed Amount) of outstanding Revolving Loans. Any such increase in the Revolving Committed Amount shall apply, at the option of the Borrower, to (x) the Revolving Commitment of one (1) or more existing Lenders; provided that any Lender whose Revolving Commitment is being increased must consent in writing thereto and/or (y) the creation of a new Revolving Commitment to one (1) or more institutions that is not an existing Lender; provided that any such institution (A) must conform to the definition of Eligible Assignee, (B) must have a Revolving Commitment of at least $10,000,000 and (C) must become a Lender under this Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Agreement in a manner acceptable to the Borrower and the Agent.