Common use of Increase in Commitment Clause in Contracts

Increase in Commitment. At the request of the Borrowers, the Lender shall increase the Commitment if each of the following conditions is satisfied: (a) SWK Holdings shall have consummated an offering or series of offerings of its Equity Interests consisting of common stock of SWK Holdings after the Closing Date in form and substance reasonably satisfactory to the Lender resulting in Net Proceeds of at least $10,000,000 in cash received by SWK Holdings on or before the last day of the Draw Period; (b) such requested increase in the Commitment shall be in a minimum amount of $3,000,000, with any increases over such minimum amount in integral multiples of $1,000,000; (c) such requested increase in the Commitment shall not cause the aggregate amount of the Commitment to exceed $30,000,000; (d) the Borrowers shall have delivered to the Lender a certificate of each Credit Party signed by an authorized officer of such Credit Party (i) certifying and attaching the resolutions adopted by each Credit Party approving or consenting to such increase and (ii) certifying that before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true in all material respects (provided that such materiality qualifier shall not apply to the extent a specific representation or warranty contains a materiality qualifier) as of such date (except in the case of representations and warranties that are made solely as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date), and (B) no Default exists; (e) the Borrowers shall have delivered to Lender a favorable opinion of counsel, reasonably acceptable to the Lender, as to such matters concerning the Credit Parties, the enforceability of the Loan Documents, and the validity of liens and security interests under the Security Documents, in each case after giving effect to the to the increase in the Commitment; and (f) the Borrower shall have delivered to Lender a Note made by Borrowers payable to the Lender in the aggregate principal amount of such requested increase.

Increase in Commitment. At Provided that no Event of Default, Unmatured Event of Default or Manager Termination Event shall exist and be continuing, upon written notice to the Administrative Agent, the Lead Borrower may request prior to end of the BorrowersAvailability Period, the Lender shall increase the Commitment if that each of the following conditions is satisfied: (a) SWK Holdings shall have consummated Lenders ratably increase their respective Commitment Amount, in an offering or series of offerings of its Equity Interests consisting of common stock of SWK Holdings aggregate amount such that after giving effect to such request the Closing Date in form and substance reasonably satisfactory to the Lender resulting in Net Proceeds of at least $10,000,000 in cash received by SWK Holdings on or before the last day of the Draw Period; (b) such requested increase in the total Commitment shall be in a minimum amount of $3,000,000, with any increases over such minimum amount in integral multiples of $1,000,000; (c) such requested increase in the Commitment Amount shall not cause exceed $700,000,000. Such notice shall specify (i) the aggregate amount of the Commitment to exceed $30,000,000; (d) the Borrowers shall have delivered to the Lender a certificate of each Credit Party signed by an authorized officer of such Credit Party (i) certifying and attaching the resolutions adopted by each Credit Party approving or consenting to such increase and (ii) certifying that before the time period within which the Lenders are requested to respond to the Lead Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender shall notify the Administrative Agent and after giving effect the Lead Borrower within the applicable time period (which shall not be less than ten (10) Business Days) whether or not such Lender agrees, in its sole discretion, to make such ratable increase to such increase▇▇▇▇▇▇’s Commitment Amount or otherwise agrees to any lesser increase in its Commitment Amount. Any Lender not responding within such time period shall be deemed to have declined to consent to an increase in such ▇▇▇▇▇▇’s Commitment Amount. If the Commitment Amount of any Lender is increased in accordance with this Section 2.19, (A) the representations and warranties contained in Article V Lenders and the other Loan Documents are true in all material respects (provided that such materiality qualifier Lead Borrower shall not apply to determine the extent a specific representation or warranty contains a materiality qualifier) as effective date of such date (except in the case of representations Commitment Amount increase and warranties that are made solely shall enter into such documents as of a specific date, which representations and warranties shall be true and correct in all material respects as of agreed to by such date), and (B) no Default exists; (e) the Borrowers shall have delivered parties to Lender a favorable opinion of counsel, reasonably acceptable to the Lender, as to document such matters concerning the Credit Parties, the enforceability of the Loan Documents, and the validity of liens and security interests under the Security Documents, in each case after giving effect to the to the increase in the Commitment; and (f) the Borrower shall have delivered to Lender a Note made by Borrowers payable to the Lender in the aggregate principal amount of such requested increase.

Increase in Commitment. At (a) The Company may, at its option any time after the request Effective Date and before the Termination Date, seek to (i) increase the Revolving Commitments (any such increase, a “Commitment Increase”) or (ii) establish one or more new term loan commitments (“Incremental Term Loan Commitments” and, together with any Commitment Increase, the “Incremental Commitments”) of an existing tranche of term loans or a separate tranche of new term loans (any such term loans, the “Incremental Term Loans”) upon written notice to the Administrative Agent; provided that, subject to the calculation adjustments set forth in Section 1.3 with respect to any Incremental Term Loans being incurred in connection with a Limited Condition Transaction, the aggregate principal amount of all Incremental Commitments shall not exceed the greater of (x) $500,000,000 and (y) such other amount such that after giving pro forma effect to the incurrence of such Incremental Commitments and the use of proceeds thereof (assuming that all amounts thereunder are drawn in full but without netting any of the Borrowersproceeds thereof) the Net Debt to EBITDA Ratio would not exceed 4.00 to 1.00. (b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 or, if less, the maximum amount of Incremental Commitments remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its sole discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall increase not be unreasonably withheld, may allocate the Commitment if Increase (which may be declined by any Lender (including in its sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Persons satisfying the criteria for Eligible Assignees reasonably acceptable to each of the following conditions is satisfied: (a) SWK Holdings Administrative Agent, each Issuing Lender, the Swing Line Lender and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such Incremental Term Loan Commitments or revised allocations of the Revolving Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have consummated an offering or series of offerings of its Equity Interests consisting of common stock of SWK Holdings after delivered to the Closing Date Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender resulting states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Incremental Commitments. (c) Any such notice delivered to the Administrative Agent in Net Proceeds connection with Incremental Term Loan Commitments shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Incremental Term Loan Commitments (which shall not be less than $25,000,000 or, if less, the maximum amount of Incremental Commitments remaining to be established hereunder) sought by the Company, (ii) the Increased Amount Date, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its sole discretion) and (iii) the identity of each Incremental Lender. Each Incremental Lender, if not already a Lender hereunder, shall be a Person satisfying the criteria for an Eligible Assignee and reasonably acceptable to the Administrative Agent and no Lender shall be required to participate in any Incremental Term Loans. On or after such Increased Amount Date, the Company, the Administrative Agent and one or more Incremental Lenders may, and without the consent of any other Lender, amend this Agreement pursuant to an amendment agreement (an “Incremental Term Loan Amendment”) setting forth, to the extent applicable, the following terms of such Incremental Term Loans: (A) whether such Incremental Term Loans will be part of an existing tranche of Incremental Term Loans or part of a new and separate tranche, (B) the maturity or termination date applicable to the Incremental Term Loans or Incremental Term Loan Commitments of such tranche, (C) any amortization applicable to the Incremental Term Loans of such tranche, (D) the interest rate or rates applicable to the Incremental Term Loans of such tranche, (E) the fees applicable to the Incremental Term Loans or Incremental Term Loan Commitments of such tranche, (F) any original issue discount applicable to Incremental Term Loans or Incremental Term Loan Commitments of such tranche, (G) the initial Interest Period or Interest Periods applicable to Incremental Term Loans or Incremental Term Loan Commitments of such tranche and (H) any voluntary or mandatory prepayment requirements or Incremental Term Loan Commitment reductions applicable to Incremental Term Loans or Incremental Term Loan Commitments of such tranche and any restrictions on the voluntary or mandatory prepayment or reduction of Incremental Term Loans or Incremental Term Loan Commitments of tranches established after such tranche (it being understood that any such mandatory prepayments may be applied to Term Loans prior to being applied to any Revolving Loans), and implementing such additional amendments to this Agreement as shall be appropriate to give effect to the foregoing terms and to provide the rights and benefits of this Agreement and other Loan Documents to the Incremental Term Loans of such tranche, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender or the Swing Line Lender. Except as contemplated by the preceding sentence, the terms of any Incremental Term Loans established under this Section shall be the same as those of the Term Loans and Incremental Term Loans existing at least $10,000,000 the time such new Incremental Term Loans were made. Notwithstanding the foregoing, (1) except as provided in clauses (A) through (H) above, no Incremental Term Loan Amendment shall alter the rights of any Lender (other than the Incremental Lenders) in a manner that would not be permitted under Section 15.1 without the consent of such Lender unless such consent shall have been obtained and (2) no Incremental Term Loans shall (A) have a maturity date earlier than the Latest Maturity Date without the prior written consent of Lenders holding a majority of the principal amount of the Revolving Commitments, the Term Loans and the Incremental Term Loans of any tranche maturing prior to such date, (B) have scheduled amortization of more than 5% of the original principal amount of such Incremental Term Loan per annum or (C) have mandatory prepayment terms other than customary mandatory prepayments from proceeds of assets sales and casualty events (with customary reinvestment rights), the incurrence of Debt not otherwise permitted hereunder and annual excess cash received by SWK Holdings flow. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Amendment. (d) Notwithstanding the foregoing, no Incremental Commitments or Incremental Term Loans shall be made or established, and no Incremental Term Loan Amendment shall become effective, unless (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or before after giving effect to such Incremental Commitments or Incremental Term Loans (except in the case that the proceeds of any Incremental Term Loans are being used to finance a Limited Condition Transaction, in which case the standard will be no Event of Default or Unmatured Event of Default on the LCT Test Date and no Event of Default under Sections 13.1(a) or 13.1(c) at the time of the consummation of such Limited Condition Transaction); (ii) all other fees and expenses owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.11 (giving effect, if applicable, to the provisos thereto) as of the last day of the Draw Period; most recently ended Fiscal Quarter (b) such requested increase or, in the Commitment shall be in case that the proceeds of any Incremental Term Loan are being used to finance a minimum amount of $3,000,000Limited Condition Transaction, with any increases over such minimum amount in integral multiples of $1,000,000; (c) such requested increase in the Commitment shall not cause the aggregate amount as of the Commitment to exceed $30,000,000; (d) last day of the Borrowers shall have delivered most recently ended Fiscal Quarter prior to the Lender a certificate of each Credit Party signed by an authorized officer of such Credit Party (iapplicable LCT Test Date) certifying and attaching the resolutions adopted by each Credit Party approving or consenting to such increase and (ii) certifying that before and after giving effect to such increaseCommitment Increase or Incremental Term Loans and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant determination period but prior to or simultaneous with the borrowing of such Incremental Commitments or Incremental Term Loans, as the case may be, and provided that for purposes of calculating the Net Debt to EBITDA Ratio, any Commitment Increases that are drawn substantially simultaneously with the effectiveness of such Commitment Increase shall be given pro forma effect; and (Aiv) the representations and warranties contained Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in Article V and the other Loan Documents are true in all material respects (provided that connection with any such materiality qualifier shall not apply to the extent a specific representation or warranty contains a materiality qualifier) as of such date (except in the case of representations and warranties that are made solely as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date), and (B) no Default exists;transaction. (e) Upon the Borrowers making of any Incremental Term Loan or the effectiveness of any Incremental Commitment of any Incremental Lender that is not already a Lender pursuant to this Section, such Incremental Lender shall have delivered be deemed to be a “Lender” (and a Lender a favorable opinion in respect of counsel, reasonably acceptable to the Lender, as to such matters concerning the Credit Parties, the enforceability Loans of the Loan Documentsapplicable facility or tranche) hereunder, and henceforth shall be entitled to all the validity rights of, and benefits accruing to, Lenders (or Lenders in respect of liens the applicable facility or tranche) hereunder and security interests under shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of the Security Documents, in each case after applicable facility or tranche) hereunder. After giving effect to any Commitment Increase, all Revolving Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Revolving Commitments, as revised to reflect the Commitment Increase. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan. The Administrative Agent may elect or decline to arrange the increase in Revolving Commitment sought by the Commitment; and (f) Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Borrower shall have delivered to Lender a Note made by Borrowers payable to the Lender Administrative Agent in the aggregate principal amount of such requested increaseefforts.

Increase in Commitment. At (a) Unless a Default has occurred and is continuing, and subject to the request satisfaction of the Borrowersconditions in Section 2.21(b), the Company, by written notice to the Administrative Agent (the "Additional Commitment Notice"), may request on up to two (2) occasions during the Availability Period and prior to the Maturity Date that the total Commitments be increased by an amount not less than $25,000,000 per request (and integral amounts of $5,000,000 in excess thereof) and not more than $50,000,000 in the aggregate (such that the total Commitments after such increase shall never exceed $300,000,000); provided that for any such request (a) any Lender which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (b) in the Commitment if event that the Lenders party to this Agreement prior to such request do not elect to increase their respective Commitments to cover the amount of the requested increase, the Administrative Agent shall use commercially reasonable efforts to locate additional lenders reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, (i) the Commitments of the committed Lenders shall be increased accordingly, (ii) the Applicable Percentages of each of the following conditions is satisfied: Lenders shall be adjusted accordingly (aor, in the case of a new Lender not previously party hereto, added to SCHEDULE 1.1(a)) SWK Holdings and the Borrowers shall have consummated an offering or series of offerings of its Equity Interests consisting of common stock of SWK Holdings after the Closing Date in form make such borrowings and substance reasonably satisfactory repayments as shall be necessary to the Lender resulting in Net Proceeds of at least $10,000,000 in cash received by SWK Holdings on or before the last day effect such reallocation of the Draw Period;Commitments and shall pay any costs incurred under Section 2.16 with respect thereto, (iii) if requested by any Lender making an additional or new Commitment, new Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Loan Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders have agreed to make new commitments pursuant to this Section 2.21 without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrower upon any such increase in Commitments shall be agreed upon by the Administrative Agent and the Borrower at the time of such increase. In the event of any such increase of the Commitments pursuant to this Section 2.21, the aggregate maximum LC Exposure of the Lenders shall remain $25,000,000. Notwithstanding the foregoing, nothing in this Section 2.21 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder. (b) such requested Notwithstanding the foregoing, an increase in the Commitment shall be in a minimum amount of $3,000,000, with any increases over such minimum amount in integral multiples of $1,000,000; (c) such requested increase in the Commitment shall not cause the aggregate amount of the Commitment to exceed $30,000,000; (d) the Borrowers Commitments shall have delivered to the Lender a certificate of each Credit Party signed by an authorized officer of such Credit Party be effective only if (i) certifying no Default shall have occurred and attaching be continuing on the resolutions adopted date of the Additional Commitment Notice and the date such increase is to become effective; (ii) each of the representations and warranties made by the Loan Parties in this Agreement and the other Loan Documents shall be true and complete on and as of the date of the Additional Commitment Notice and the date such increase is to become effective with the same force and effect as if made on and as of each Credit Party approving such date (or, if any such representation or consenting warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) the Administrative Agent shall have received (A) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the authorization of such increase and (iiB) certifying that before a favorable written opinion (addressed to the Administrative Agent and the Lenders) of counsel for the Loan Parties in a form reasonably requested by the Administrative Agent, after giving effect to such increase; and (iv) prior to and after giving effect to such increase, (A) the representations Borrower and warranties contained in Article V and the other Loan Documents are true in all material respects (provided that such materiality qualifier shall not apply to the extent a specific representation or warranty contains a materiality qualifier) as of such date (except in the case of representations and warranties that are made solely as of a specific date, which representations and warranties its Subsidiaries shall be true and correct in all material respects as compliance with Article VI. The effectiveness of such date), and (B) no Default exists; (e) the Borrowers shall have delivered to Lender a favorable opinion of counsel, reasonably acceptable to the Lender, as to such matters concerning the Credit Parties, the enforceability of the Loan Documents, and the validity of liens and security interests under the Security Documents, in each case after giving effect to the to the any increase in the Commitment; and (f) aggregate amount of the Borrower Commitments shall have delivered to Lender be deemed a Note made representation and warranty by Borrowers payable the Company on the effective date of such increase as to the Lender matters specified in the aggregate principal amount clauses (i) and (ii) of such requested increasethis Section 2.21(b).

Increase in Commitment. At Subject to Section 2.4 and with the request prior consent of the BorrowersAgent, the Lender shall Company may request to increase the Aggregate Commitment if each of the following conditions is satisfied: (a) SWK Holdings shall have consummated an offering or series of offerings of its Equity Interests consisting of common stock of SWK Holdings after the Closing Date in form and substance reasonably satisfactory to the Lender resulting in Net Proceeds of at least $10,000,000 in cash received by SWK Holdings on or before the last day of the Draw Period; (b) such requested increase in the Commitment shall be in a minimum amount increments of $3,000,0005,000,000, with any increases over such minimum amount in integral multiples of $1,000,000; (c) such requested increase in the Commitment shall not cause the aggregate amount of the Commitment to exceed $30,000,000; (d) the Borrowers shall have delivered to the Lender a certificate of each Credit Party signed by an authorized officer of such Credit Party provided that (i) certifying and attaching the resolutions adopted by each Credit Party approving or consenting to such increase Aggregate Commitment may not exceed $100,000,000 at any time and (ii) certifying the Aggregate Commitment may not be increased to an amount in excess of the then current Borrowing Base. Any such request to increase the Aggregate Commitment shall be deemed to be a certification by the Company that before at the time of such request, there exists no Default or Event of Default and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents Section 6 are true in all material respects (provided that such materiality qualifier shall not apply to the extent a specific representation or warranty contains a materiality qualifier) and correct as of such date or, if applicable only to a prior date, as of such prior date. Any request from the Company to increase the Aggregate Commitment shall be delivered to each Lender and shall be implemented by one or more existing Lenders agreeing to increase their Commitments (except provided that no Lender shall have any obligation to increase its Commitment but each Lender shall have the right to elect to increase its Commitment in its sole discretion pro rata with any other Lenders increasing their Commitments prior to any new Lender or Lenders becoming party hereto) or by one or more new lenders agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent and the Arranger in consultation with the Company. Prior to any such increase in the case Aggregate Commitment becoming effective, the Agent shall have received, unless waived by the Agent and the Required Lenders: (a) copies, certified by the secretary of representations the Company and warranties each Guarantor of their respective Board of Directors' resolutions and of resolutions or actions of any other body authorizing the increase in the Aggregate Commitment and the confirmation and ratification of the Guaranties and all other Loan Documents; (b) a certificate, signed by the chief financial officer of the Company, showing that are made solely as after giving effect to the increase in the Aggregate Commitment, no Default of a specific date, which representations Event of Default shall occur and warranties the Company shall be in compliance with all covenants in this Agreement; (c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Company or any Guarantor in connection with the increase in the Aggregate Commitment, certified as true and correct in all material respects full force and effect as of the date of the increase by a duly authorized officer of the Company, or if none are required, a certificate of such date), officer to that effect; (d) a confirmation and (B) no Default existsratification of all Loan Documents signed by the Company and all Guarantors and in form and substance satisfactory to the Agent; (e) evidence satisfactory to the Borrowers Agent that no Material Adverse Effect shall have delivered to Lender a favorable opinion of counsel, reasonably acceptable occurred with respect to the Lender, as to such matters concerning Company and its Subsidiaries since the Credit Parties, the enforceability of the Loan Documents, and the validity of liens and security interests under the Security Documents, in each case after giving effect most recent financial statements provided to the to the increase in the CommitmentLenders hereunder; and (f) such other documents and conditions as the Borrower shall Agent or its counsel may have delivered to Lender a Note made by Borrowers payable to the Lender in the aggregate principal amount of such requested increasereasonably requested.

Increase in Commitment. At The Borrower may from time to time deliver a written notice to the request Agent (who shall forward a copy to each Lender) requesting an increase of the BorrowersCommitment; provided that, the Lender (i) such increase shall increase the Commitment if each of the following conditions is satisfied: (a) SWK Holdings shall have consummated be in an offering or series of offerings of its Equity Interests consisting of common stock of SWK Holdings after the Closing Date in form and substance reasonably satisfactory amount equal to the Lender resulting in Net Proceeds of at least at least $10,000,000 in cash received by SWK Holdings on or before the last day of the Draw Period; (b) such requested increase in the Commitment shall be in a minimum amount of $3,000,000, with any increases over such minimum amount 25,000,000 and in integral multiples of $1,000,000; 5,000,000 (cor such lesser amount as the Agent may reasonably agree) such requested increase in the Commitment shall not cause the aggregate amount of the Commitment to exceed $30,000,000; (d) the Borrowers shall have delivered to the Lender a certificate of each Credit Party signed by an authorized officer of such Credit Party (i) certifying and attaching the resolutions adopted by each Credit Party approving or consenting to such increase and excess thereof, (ii) certifying that before the Commitment may be increased up to the amount of $450,000,000 with the consent of solely the Agent and after giving effect to the Lender increasing its Commitment, (iii) at the time of such increase, (A) the representations and warranties of the Borrower contained in Article V Section 4 or any other Transaction Document or any document furnished at any time under or in connection herewith or therewith shall be true and the other Loan Documents are true correct in all material respects (provided except for any representation or warranty that is qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such materiality qualifier shall not apply increase, except to the extent a specific representation or warranty contains a materiality qualifier) as of such date (except in the case of representations and warranties that are made solely as of a specific date, expressly related to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except for any representation or warranty that is qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects)) as of such date), earlier date and no Default or Event of Default shall have occurred and be continuing and (B) no Default exists; (e) the Borrowers shall have delivered to Lender a favorable opinion of counsel, reasonably acceptable to the Lender, as to such matters concerning the Credit Parties, the enforceability of the Loan Documents, and the validity of liens and security interests under the Security Documents, in each case after giving effect to the to the increase in the Commitment; and (fiv) the Borrower shall have delivered provided any form reasonably requested by the Lender necessary to Lender a Note made by Borrowers payable comply with Regulation U or Regulation X, or any other provisions of the regulations of the Board of Governors of the Federal Reserve System of the United States. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender's Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment; provided that the Lender shall respond to such increase request in the aggregate principal amount writing not later than five (5) Business Days following its receipt of such requested increaseincrease request.