Common use of Increase in Commitments; Borrower Request Clause in Contracts

Increase in Commitments; Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) and/or (y) prior to the Maturity Date for the Term Facility, the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by an aggregate amount not in excess of $250 million. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which date shall be not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided the Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the Incremental Commitments; provided, further, that the opportunity to provide the Incremental Commitments shall be offered by the Borrower first to the existing Lenders on a pro rata basis (based on the respective principal amount of Loans then held by each Lender) (and the portion of the Incremental Commitments declined to be provided by existing Lenders shall be offered by the Borrower to the existing Lenders electing to provide an Incremental Commitment on a pro rata basis (based on the respective principal amount of Loans then held by such Lenders)) and, to the extent such Lenders have not agreed to provide the full amount of such Incremental Commitments on the terms specified by the Borrower, the Administrative Agent or any arranger of such new Loans after being provided a bona fide opportunity to do so, the Borrower may then offer any portion of the remaining requested Incremental Commitments to other Persons (which may include existing Lenders, but which shall exclude natural Persons); provided, further, that any Lender offered or approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Increase in Commitments; Borrower Request. The Borrower may by written (a) Provided there exists no Default, upon notice to the Administrative Agent elect to request (x) prior to which shall promptly notify the Maturity Date for the Revolving Facility, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) and/or (y) prior to the Maturity Date for the Term FacilityLenders), the Borrower may from time to time, request establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by ) in an aggregate principal amount not in excess of $250 million200,000,000; provided, however, that the Borrower may make a maximum of three such requests. Each Incremental Term Commitment hereunder shall be in a minimum amount of $50,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit Incremental Term Commitments from existing Lenders and also invite CHAR2\2846261v9 additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to provide an Incremental Term Commitment pursuant to this Section 2.14 unless it specifically consents to such notice increase in writing. Any Lender or Eligible Assignee agreeing to provide an Incremental Term Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent an Incremental Term Commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If Incremental Term Commitments are established in accordance with this Section, the Administrative Agent and the Borrower shall specify (i) determine the effective date (each, an the “Increase Effective Date”) on which and the final allocation of such Incremental Term Commitments. The Administrative Agent shall promptly notify the Borrower proposes that and the Lenders of the final allocation of such Incremental Term Commitment and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect the Incremental Term Commitments and final allocation. As a condition precedent to such Incremental Term Commitments, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall be effective, which date shall be not less than 10 Business Days after the date on which such notice is delivered deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such Incremental Term Commitments, and (ii) the identity of each Eligible Assignee certifying that, before and after giving effect to whom the Borrower proposes any portion of such Incremental Commitments be allocated Term Commitments, (A) the representations and warranties contained in Article V and the amounts of such allocations; provided the Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion Loan Documents are true and correct on and as of the Incremental Commitments; providedIncrease Effective Date, further, that the opportunity to provide the Incremental Commitments shall be offered by the Borrower first to the existing Lenders on a pro rata basis (based on the respective principal amount of Loans then held by each Lender) (and the portion of the Incremental Commitments declined to be provided by existing Lenders shall be offered by the Borrower to the existing Lenders electing to provide an Incremental Commitment on a pro rata basis (based on the respective principal amount of Loans then held by such Lenders)) and, except to the extent that such Lenders have not agreed representations and warranties specifically refer to provide the full amount an earlier date, in which case they are true and correct as of such Incremental Commitments on the terms specified by the Borrowerearlier date, and except that for purposes of this Section 2.14, the Administrative Agent or representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such Incremental Term Commitments, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if any arranger Incremental Term Commitments are being provided by a new Lender, a Note in favor of such new Lender if so requested by such Lender. (c) The terms and provisions of Loans after being provided a bona fide opportunity made pursuant to do so, Incremental Term Commitments shall include the Borrower may then offer following: (i) the weighted average life to maturity of any portion Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the remaining requested Incremental Commitments to other Persons then existing Term Loans; and (which may include existing Lenders, but which shall exclude natural Persons); provided, further, that any Lender offered or approached to provide all or a portion of ii) the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect maturity date of Incremental Commitments set forth Term Loans shall not be earlier than the then latest Maturity Date for any existing Term Loans. (d) This Section shall supersede any provisions in above)Sections 2.12 or 10.01 to the contrary.