Common use of New Revolving Commitments Clause in Contracts

New Revolving Commitments. Company may by written notice to Administrative Agent and Syndication Agent elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Commitments”), by an aggregate amount not in excess of $20,000,000 and not less than $2,500,000 individually. Such notice shall specify (A) the date (an “Increased Amount Date”) on which Company proposes that the New Revolving Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and Syndication Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender”) to whom Company proposes any portion of such New Revolving Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of such New Revolving Commitments may elect or decline, in its sole discretion, to provide a New Revolving Commitment. Such New Revolving Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Revolving Commitments; (2) Holdings and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.8 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Commitments; (3) the New Revolving Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Company, Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.20(c); (4) Company shall make any payments required pursuant to Section 2.18(c) in connection with such New Revolving Commitments; and (5) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. On each Increased Amount Date on which the New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Loan Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such New Revolving Commitments to the Revolving Loan Commitments, (b) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to such New Revolving Commitment and all matters relating thereto. Administrative Agent shall notify Lenders promptly upon receipt of Company’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Commitments and the New Revolving Loan Lenders, and (z) the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.25. The terms and provisions of New Revolving Loans shall be identical to the Revolving Loans.”

New Revolving Commitments. Company may by written notice to Administrative Agent and Syndication Agent elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Commitments”), by an aggregate amount not in excess of $20,000,000 and not less than $2,500,000 individually. Such notice shall specify (A) the date (an “Increased Amount Date”) on which Company proposes that the New Revolving Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and Syndication Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender”) to whom Company proposes any portion of such New Revolving Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of such New Revolving Commitments may elect or decline, in its sole discretion, to provide a New Revolving Commitment. Such New Revolving Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Revolving Commitments; (2) Holdings and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.8 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Commitments; (3) the New Revolving Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Company, Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.20(c); (4) Company shall make any payments required pursuant to Section 2.18(c) in connection with such New Revolving Commitments; and (5) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. On each Increased Amount Date on which the New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) Pursuant to the Amended Credit Agreement, each of the Revolving Loan A-1 Lenders and Revolving B-1 Lenders shall assign have a Revolving A-1 Commitment or Revolving B-1 Commitment, as applicable, in the amount set forth opposite such Revolving A-1 Lender’s or Revolving B-1 Lender’s name on Schedule 1 hereto and agrees, severally and not jointly, to each make Revolving A-1 Loans or Revolving B-1 Loans, as applicable, to the Borrower as described in Section 2.01 of the New Amended Credit Agreement, with such Revolving A-1 Commitments and Revolving B-1 Commitments having the terms set forth in the Amended Credit Agreement. Any Letters of Credit or Swing Line Loans outstanding immediately prior to the Amendment No. 5 Effective Date shall be deemed to be issued under the Revolving A-1 Commitments. (b) Each Revolving A-1 Lender and Revolving B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or, in each case, any Related Party thereof, and based on such documents and information as it shall deem from time to time appropriate, continue to make its own decisions in taking or not taking action under the Amended Credit Agreement, any other Loan Document or any related agreement or any document furnished thereunder; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (c) Upon (i) the execution of a counterpart of this Amendment by Lenders constituting the Required Lenders, each Revolving A-1 Lender, Revolving B-1 Lender, the L/C Issuer, the Swing Line Lenders, the Administrative Agent and each the Borrower and (ii) the delivery to the Administrative Agent of the New Revolving Loan Lenders shall purchase from a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan A-1 Lenders and New Revolving Loan B-1 Lenders ratably in accordance with their Revolving Loan Commitments after giving effect party to the addition of such New Revolving Commitments to the Revolving Loan Commitments, (b) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender this Amendment shall become a Lender with respect to such New Revolving Commitment and all matters relating thereto. Administrative Agent shall notify Lenders promptly upon receipt of Company’s notice of each Increased Amount Date and in respect thereof (y) under the New Revolving Commitments and the New Revolving Loan Lenders, and (z) Amended Credit Agreement having the respective interests in such Revolving Loan Lender’s Revolving LoansCommitments set forth on Schedule 1 hereto, in each case subject to effective as of the assignments contemplated by this Section 2.25Amendment No. The terms and provisions of New Revolving Loans shall be identical to the Revolving Loans5 Effective Date.”

New Revolving Commitments. Company may by written notice to Administrative Agent and Syndication Agent elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Commitments”), by an aggregate amount not in excess of $20,000,000 and not less than $2,500,000 individually. Such notice shall specify (A) the date (an “Increased Amount Date”) on which Company proposes that the New Revolving Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and Syndication Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender”) to whom Company proposes any portion of such New Revolving Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of such New Revolving Commitments may elect or decline, in its sole discretion, to provide a New Revolving Commitment. Such New Revolving Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Revolving Commitments; (2) Holdings and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.8 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Commitments; (3) the New Revolving Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Company, Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.20(c); (4) Company shall make any payments required pursuant to Section 2.18(c) in connection with such New Revolving Commitments; and (5) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. On each Increased Amount Date on which the New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) Pursuant to the Amended Credit Agreement, each of the Revolving Loan A-2 Lenders and Revolving B-2 Lenders shall assign have a Revolving A-2 Commitment or Revolving B-2 Commitment, as applicable, in the amount set forth opposite such Revolving A-2 Lender’s or Revolving B-2 Lender’s name on Schedule 1 hereto and agrees, severally and not jointly, to each make Revolving A-2 Loans or Revolving B-2 Loans, as applicable, to the Borrower as described in Section 2.01 of the New Amended Credit Agreement, with such Revolving A-2 Commitments and Revolving B-2 Commitments having the terms set forth in the Amended Credit Agreement. Any Letters of Credit or Swing Line Loans outstanding immediately prior to the Amendment No. 6 Effective Date shall be deemed to be issued under the Revolving A-2 Commitments. (b) Each Revolving A-2 Lender and Revolving B-2 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or, in each case, any Related Party thereof, and based on such documents and information as it shall deem from time to time appropriate, continue to make its own decisions in taking or not taking action under the Amended Credit Agreement, any other Loan Document or any related agreement or any document furnished thereunder; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (c) Upon (i) the execution of a counterpart of this Amendment by Lenders constituting the Required Lenders (which shall be evidenced by their execution hereof as a Revolving A-2 Lender or Revolving B-2 Lender, as applicable), each Revolving A-2 Lender, Revolving B-2 Lender, the L/C Issuer, the Swing Line Lenders, the Administrative Agent and each the Borrower and (ii) the delivery to the Administrative Agent of the New Revolving Loan Lenders shall purchase from a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan A-2 Lenders and New Revolving Loan B-2 Lenders ratably in accordance with their Revolving Loan Commitments after giving effect party to the addition of such New Revolving Commitments to the Revolving Loan Commitments, (b) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender this Amendment shall become a Lender with respect to such New Revolving Commitment and all matters relating thereto. Administrative Agent shall notify Lenders promptly upon receipt of Company’s notice of each Increased Amount Date and in respect thereof (y) under the New Revolving Commitments and the New Revolving Loan Lenders, and (z) Amended Credit Agreement having the respective interests in such Revolving Loan Lender’s Revolving LoansCommitments set forth on Schedule 1 hereto, in each case subject to effective as of the assignments contemplated by this Section 2.25Amendment No. The terms and provisions of New Revolving Loans shall be identical to the Revolving Loans6 Effective Date.”