Elected Commitment Amount. (i) The initial Elected Commitment Amount on the First Amendment Effective Date shall be $200,000,000. Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Elected Commitment Amount then in effect by increasing the Commitment Amount of a Lender (an “Increasing Lender”) or by causing a Person that is reasonably acceptable to the Administrative Agent and the Issuer and at such time is not a Lender to become a Lender (an “Additional Lender”). Notwithstanding anything to the contrary contained in this Agreement, in no case shall an Additional Lender be the Borrower or an Affiliate of the Borrower. (ii) Any increase in the Elected Commitment Amount shall be subject to the following additional conditions: (1) such increase shall not be less than $5,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Elected Commitment Amount exceeds the Aggregate Maximum Credit Amount then in effect; (2) no Default shall have occurred and be continuing on the effective date of such increase; (3) if any Eurodollar Borrowings shall be outstanding on the effective date of such increase, then on the effective date of such increase the Borrower pays any compensation required by Section 5.02; (4) no Lender’s Commitment Amount may be increased without the consent of such Lender; (5) if the Borrower elects to increase the Elected Commitment Amount by increasing the Commitment Amount of a Lender, the Borrower and such Lender shall execute and deliver to the Administrative Agent an agreement substantially in the form of Exhibit G (a “Commitment Increase Agreement”); and (6) if the Borrower elects to increase the Elected Commitment Amount by causing an Additional Lender to become a party to this Agreement, then the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H (an “Additional Lender Agreement”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the Borrower shall (1) if requested by the Additional Lender, deliver a Note payable to the order of such Additional Lender in a principal amount equal to such Additional Lender’s Applicable Percentage of the Aggregate Maximum Credit Amount, and otherwise duly completed and (2) pay any applicable fees as may have been agreed to between the Borrower, the Additional Lender and/or the Administrative Agent. (iii) Subject to acceptance and recording thereof pursuant to Section 2.06(c)(iv), from and after the effective date specified in the Commitment Increase Agreement or the Additional Lender Agreement: (A) the amount of the Elected 716874472 14464587 Commitment Amount shall be increased as set forth therein, and (B) in the case of an Additional Lender Agreement, any Additional Lender party thereto shall be a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Increasing Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Increasing Lender and any Additional Lender, as applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the Elected Commitment Amount. (iv) Upon its receipt of a duly completed Commitment Increase Agreement or an Additional Lender Agreement, executed by the Borrower and the Lender or by the Borrower and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in Section 2.06(c)(ii) and the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, the Administrative Agent shall accept such Commitment Increase Agreement or Additional Lender Agreement and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Elected Commitment Amount shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv). (v) Upon any increase in the Elected Commitment Amount pursuant to this Section 2.06(c), (A) each Lender’s Applicable Percentage shall be automatically deemed amended to the extent necessary so that each such Lender’s Applicable Percentage equals the percentage of the Elected Commitment Amount represented by such Lender’s Commitment Amount, in each case after giving effect to such increase, (B) Annex I shall be deemed amended to reflect any changes in the Applicable Percentages of the Lenders other than any Increasing Lenders or Additional Lenders pursuant to the foregoing clause (A), and (C) Annex I to this Agreement shall be deemed amended to reflect the Applicable Percentage and Commitment Amount of any Increasing Lender and any Additional Lender.
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Elected Commitment Amount. (i) The initial Elected Commitment Amount on the First Second Amendment Effective Date shall be $200,000,000. Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Elected Commitment Amount then in effect by increasing the Commitment Amount of a Lender (an “Increasing Lender”) or by causing a Person that is reasonably acceptable to the Administrative Agent and the Issuer and at such time is not a Lender to become a Lender (an “Additional Lender”). Notwithstanding anything to the contrary contained in this Agreement, in no case shall an Additional Lender be the Borrower or an Affiliate of the Borrower.
(ii) Any increase in the Elected Commitment Amount shall be subject to the following additional conditions:
(1) such increase shall not be less than $5,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Elected Commitment Amount exceeds the Aggregate Maximum Credit Amount then in effect;
(2) no Default shall have occurred and be continuing on the effective date of such increase;
(3) if any Eurodollar Borrowings shall be outstanding on the effective date of such increase, then on the effective date of such increase the Borrower pays any compensation required by Section 5.02;
(4) no Lender’s Commitment Amount may be increased without the consent of such Lender;
(5) if the Borrower elects to increase the Elected Commitment Amount by increasing the Commitment Amount of a Lender, the Borrower and such Lender shall execute and deliver to the Administrative Agent an agreement 733476286 14464587 substantially in the form of Exhibit G (a “Commitment Increase Agreement”); and
(6) if the Borrower elects to increase the Elected Commitment Amount by causing an Additional Lender to become a party to this Agreement, then the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H (an “Additional Lender Agreement”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the Borrower shall (1) if requested by the Additional Lender, deliver a Note payable to the order of such Additional Lender in a principal amount equal to such Additional Lender’s Applicable Percentage of the Aggregate Maximum Credit Amount, and otherwise duly completed and (2) pay any applicable fees as may have been agreed to between the Borrower, the Additional Lender and/or the Administrative Agent.
(iii) Subject to acceptance and recording thereof pursuant to Section 2.06(c)(iv), from and after the effective date specified in the Commitment Increase Agreement or the Additional Lender Agreement: (A) the amount of the Elected 716874472 14464587 Commitment Amount shall be increased as set forth therein, and (B) in the case of an Additional Lender Agreement, any Additional Lender party thereto shall be a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Increasing Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Increasing Lender and any Additional Lender, as applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the Elected Commitment Amount.
(iv) Upon its receipt of a duly completed Commitment Increase Agreement or an Additional Lender Agreement, executed by the Borrower and the Lender or by the Borrower and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in Section 2.06(c)(ii) and the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, the Administrative Agent shall accept such Commitment Increase Agreement or Additional Lender Agreement and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Elected Commitment Amount shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).
(v) Upon any increase in the Elected Commitment Amount pursuant to this Section 2.06(c), (A) each Lender’s Applicable Percentage shall be automatically deemed amended to the extent necessary so that each such Lender’s Applicable Percentage equals the percentage of the Elected Commitment Amount represented by such Lender’s Commitment Amount, in each case after giving effect to such increase, (B) Annex I shall be deemed amended to reflect any changes in the Applicable Percentages 733476286 14464587 of the Lenders other than any Increasing Lenders or Additional Lenders pursuant to the foregoing clause (A), and (C) Annex I to this Agreement shall be deemed amended to reflect the Applicable Percentage and Commitment Amount of any Increasing Lender and any Additional Lender.
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