Common use of Optional Increase in the Line of Credit Commitment Amount Clause in Contracts

Optional Increase in the Line of Credit Commitment Amount. So long as no Unmatured Event of Default or Event of Default has occurred and is continuing, and the Company has not previously elected to terminate the Line of Credit Commitment Amount under Section 5, the Company may request that the Line of Credit Commitment Amount be increased in an aggregate amount not to exceed the Line of Credit Commitment Optional Increase, subject, in each case, to Section 7.4 and to the satisfaction concurrently with or prior to the date of each such request of the following conditions: (a) the Company shall have delivered to the Agent not less than 90 days prior to the Line of Credit Loan Termination Date then in effect a written request for such increase, specifying the amount of Line of Credit Commitment Optional Increase thereby requested (each such request, a “Request for Line of Credit Increase”); provided, however that in the event the Company has previously delivered a Request for Line of Credit Increase pursuant to this Section 2.1.2, the Company may not deliver a subsequent Request for Line of Credit Increase until all the conditions to effectiveness of such first Request for Line of Credit Increase have been fully satisfied hereunder (or such Request for Line of Credit Increase has been withdrawn); and provided, further that the Company may make no more than two Requests for Line of Credit Increase in any year; (b) intentionally omitted; (c) a lender or lenders meeting the requirements of Section 13.9.1 and acceptable to the Company and the Agent (including, for the purposes of this Section 2.1.2, any existing Line of Credit Bank which agrees to increase its commitment hereunder, the “New Bank(s)”) shall have become a party to this Agreement by executing and delivering a New Bank Addendum for a minimum amount (including for the purposes of this Section 2.1.2 the existing commitment of any existing Line of Credit Bank) for each such New Bank of $4,400,000 and an aggregate amount for all such New Banks of that portion of the Line of Credit Commitment Optional Increase, taking into account the amount of any prior increase in the Line of Credit Commitment Amount (pursuant to this Section 2.1.2), covered by the applicable request, provided, however that each New Bank shall remit to the Agent funds in an amount equal to its Line of Credit Pro Rata Share (after giving effect to this Section 2.2.2, but taking into account, in the case of any existing Bank, any Line of Credit Loan Outstandings then funded by such Bank) of the Line of Credit Outstandings, such sums to be reallocated among and paid to the existing Banks based upon the new Line of Credit Pro Rata Shares as determined below; (d) the Company shall have paid to the Agent for distribution to the existing Line of Credit Banks, as applicable, all interest, fees (including the fees payable under Sections 5.1 and 5.3) and other amounts, if any, accrued to the effective date of such increase and any breakage fees attributable to the reduction (prior to the last day of the applicable Interest Period) of any outstanding Eurodollar Loan, calculated on the basis set forth in Section 7.4 as though the Company has prepaid such Loans; (e) the Company shall have executed and delivered to the Agent new Line of Credit Notes payable to each of the New Banks in the face amount of each such New Bank’s Line of Credit Pro Rata Share (after giving effect to this Section 2.1.2) and, if applicable, renewal and replacement Line of Credit Notes payable to each of the existing Banks in the face amount of each such Bank’s Line of Credit Pro Rata Share (after giving effect to this Section 2.1.2), each of such Line of Credit Notes to be dated as of the effective date of such increase (with appropriate insertions relevant to such Notes and acceptable to the applicable Bank, including the New Banks); (f) except to the extent such representations and warranties are not, by their terms, continuing representations and warranties, but speak only as of a specific date, the representations and warranties made by the Company (excluding the Agent and the Banks) in this Agreement or any of the other Loan Documents, and the representations and warranties of any of the foregoing which are contained in any certificate, document or financial or other statement furnished at any time hereunder or thereunder or in connection herewith or therewith shall have been true and correct in all material respects when made and shall be true and correct in all material respects on and as of the effective date of such increase; and no Unmatured Event of Default or Event of Default shall have occurred and be continuing as of such date; and (g) such other acknowledgments, consents, authority documents or other documents, if any, shall have been executed and delivered and/or obtained by the Company as required by Agent or the Required Line of Credit Banks, in their reasonable discretion. Promptly on or after the date on which all of the conditions to such Request for Line of Credit Increase set forth above have been satisfied, the Agent shall notify the Company and each of the Line of Credit Banks of the amount of the Line of Credit Commitment Amount as increased pursuant this Section 2.1.2 and the date on which such increase has become effective and shall prepare and distribute to Company and each of the Line of Credit Banks (including the New Banks) a revised Schedule 2.1/2.2 setting forth the applicable new Line of Credit Pro Rata Shares (including the New Bank(s), taking into account such increase and assignments (if any).

Optional Increase in the Line of Credit Commitment Amount. So long as no Unmatured Event of Default or Event of Default has occurred and is continuing, and the Company has not previously elected to terminate the Line of Credit Commitment Amount under Section 5, the Company may request that the Line of Credit Commitment Amount be increased in an aggregate amount not to exceed the Line of Credit Commitment Optional Increase, subject, in each case, to Section 7.4 and to the satisfaction concurrently with or prior to the date of each such request of the following conditions: (a) the Company shall have delivered to the Agent not less than 90 days prior to the Line of Credit Loan Termination Date then in effect a written request for such increase, specifying the amount of Line of Credit Commitment Optional Increase thereby requested (each such request, a “"Request for Line of Credit Increase”"); provided, however that in the event the Company has previously delivered a Request for Line of Credit Increase pursuant to this Section 2.1.2, the Company may not deliver a subsequent Request for Line of Credit Increase until all the conditions to effectiveness of such first Request for Line of Credit Increase have been fully satisfied hereunder (or such Request for Line of Credit Increase has been withdrawn); and provided, further that the Company may make no more than two Requests for Line of Credit Increase in any year; (b) intentionally omitted;the Company shall have delivered together with the Request for Line of Credit Increase required pursuant to clause (a) above, a Request for Revolving Commitment Increase from the applicable New Bank (in the same Pro Rata Share of the Revolving Commitment Amount), and all of the conditions set forth in Section 2.2.2 shall have been fully satisfied. (c) a lender or lenders meeting the requirements of Section 13.9.1 and acceptable to the Company and the Agent (including, for the purposes of this Section 2.1.2, any existing Line of Credit Bank which agrees to increase its commitment hereunder, the “"New Bank(s)”") shall have become a party to this Agreement by executing and delivering a New Bank Addendum for a minimum amount (including for the purposes of this Section 2.1.2 the existing commitment of any existing Line of Credit Bank) for each such New Bank of $4,400,000 and an aggregate amount for all such New Banks of that portion of the Line of Credit Commitment Optional Increase, taking into account the amount of any prior increase in the Line of Credit Commitment Amount (pursuant to this Section 2.1.2), covered by the applicable request, provided, however that each New Bank shall remit to the Agent funds in an amount equal to its Line of Credit Pro Rata Share (after giving effect to this Section 2.2.2, but taking into account, in the case of any existing Bank, any Line of Credit Loan Outstandings then funded by such Bank) of the Line of Credit Outstandings, such sums to be reallocated among and paid to the existing Banks based upon the new Line of Credit Pro Rata Shares as determined below; (d) the Company shall have paid to the Agent for distribution to the existing Line of Credit Banks, as applicable, all interest, fees (including the fees payable under Sections 5.1 and 5.3) and other amounts, if any, accrued to the effective date of such increase and any breakage fees attributable to the reduction (prior to the last day of the applicable Interest Period) of any outstanding Eurodollar Loan, calculated on the basis set forth in Section 7.4 as though the Company has prepaid such Loans; (e) the Company shall have executed and delivered to the Agent new Line of Credit Notes payable to each of the New Banks in the face amount of each such New Bank’s 's Pro Rata Share of the Line of Credit Pro Rata Share Commitment Amount (after giving effect to this Section 2.1.2) and, if applicable, renewal and replacement Line of Credit Notes payable to each of the existing Banks in the face amount of each such Bank’s 's Pro Rata Share of the Line of Credit Pro Rata Share Commitment Amount (after giving effect to this Section 2.1.2), each of such Line of Credit Notes to be dated as of the effective date of such increase (with appropriate insertions relevant to such Notes and acceptable to the applicable Bank, including the New Banks); (f) except to the extent such representations and warranties are not, by their terms, continuing representations and warranties, but speak only as of a specific date, the representations and warranties made by the Company (excluding the Agent and the Banks) in this Agreement or any of the other Loan Documents, and the representations and warranties of any of the foregoing which are contained in any certificate, document or financial or other statement furnished at any time hereunder or thereunder or in connection herewith or therewith shall have been true and correct in all material respects when made and shall be true and correct in all material respects on and as of the effective date of such increase; and no Unmatured Event of Default or Event of Default shall have occurred and be continuing as of such date; and (g) such other acknowledgments, consents, authority documents or other documents, if any, shall have been executed and delivered and/or obtained by the Company as required by Agent or the Required Line of Credit Banks, in their reasonable discretion. Promptly on or after the date on which all of the conditions to such Request for Line of Credit Increase set forth above have been satisfied, the Agent shall notify the Company and each of the Line of Credit Banks of the amount of the Line of Credit Commitment Amount as increased pursuant this Section 2.1.2 and the date on which such increase has become effective and shall prepare and distribute to Company and each of the Line of Credit Banks (including the New Banks) a revised Schedule 2.1/2.2 2.1 setting forth the applicable new Line of Credit Pro Rata Shares of the Banks (including the New Bank(s), taking into account such increase and assignments (if any).