Common use of Increase of Revolving Credit Commitment Clause in Contracts

Increase of Revolving Credit Commitment. (i) The Administrative Borrower, on behalf of the Borrowers, may request the right to effectuate an increase in the Revolving Credit Commitment (a “Commitment Increase”), in an aggregate amount of up to $25,000,000 (the “Commitment Increase Cap”), once during the term of this Agreement by delivering a Notice of Requested Commitment Increase to Administrative Agent substantially in the form of Exhibit I (a “Notice of Requested Commitment Increase”), provided that: (A) the proposed Commitment Increase shall have been consented to in writing by the Administrative Agent (with such consent not to be unreasonably withheld), each Lender (if any) who is increasing its Revolving Credit Commitment and any other bank or financial institution acceptable to the Parent and the Administrative Agent that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (a “New Lender”); (B) each Lender has been afforded the right to fund the Commitment Increase prior to any New Lender being given such right; (C) the Borrowers are in pro forma compliance with all financial covenants set forth in Article 11 prior to, and upon giving effect to, such Commitment Increase; and (D) all conditions to borrowing set forth in Section 7.2 shall be satisfied prior to such Commitment Increase. The Notice of Requested Commitment Increase shall specify: (1) the amount of the proposed Commitment Increase and (2) the requested date of the proposed Commitment Increase (which shall be at least fifteen (15) days from the date of delivery of the Notice of Requested Commitment Increase). Each Notice of Requested Commitment Increase shall be binding on all Borrowers. Upon the effective date of any Commitment Increase, the Administrative Borrower shall deliver to the Administrative Agent a certificate of the chief financial officer of the Parent certifying that no Default or Event of Default then exists or would be caused thereby. The Commitment Increase shall not be effective until the Administrative Agent shall have received amendments to this Agreement and the other Loan Documents, commitments of Lenders or New Lenders in an aggregate amount equal to the Commitment Increase, Lender Agreements for each Lender or New Lender committing to the Commitment Increase, any upfront fees to be paid to the Lenders committing to the Commitment Increase, and, if requested, opinion letters, Revolving Credit Notes and such other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of the Commitment Increase.

Increase of Revolving Credit Commitment. Unless a Potential Event of Default or an Event of Default has occurred and is continuing, the Borrower, by written notice to the Administrative Agent, may request on one occasion on or before the second anniversary of the Closing Date that the Revolving Credit Tranche A Commitments be increased by an amount not less than $25,000,000 and not more than $50,000,000 in the aggregate (such that the Revolving Credit Commitments after such increase shall never exceed $1,050,000,000); 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 Revolving Credit Tranche A Commitment but shall not have any obligation to so increase its Revolving Credit Tranche A Commitment, and (b) in the event that a Lender does not elect to increase its Revolving Credit Tranche A Commitment, the Administrative Agent shall use commercially reasonable efforts to locate additional lenders willing to hold commitments for the requested increase. In the event that lenders commit to any such increase, (i) The Administrative Borrowerthe Revolving Credit Tranche A Commitment of each such Lender shall be increased (or, on behalf in the case of a new lender not previously party hereto, added to the Revolving Credit Tranche A Commitments), (ii) the applicable Pro Rata Share of each of the BorrowersLenders shall be adjusted, (iii) if requested by any Lender making an additional or new commitment, new Notes shall be issued, (iv) the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Revolving Credit Tranche A Commitments, and (v) other changes shall be made by way of supplement, amendment or restatement of any Loan Document as may request be necessary or desirable to reflect the right aggregate amount, if any, by which Lenders have agreed to effectuate increase their respective Revolving Credit Tranche A Commitments or any other lenders have agreed to make new commitments pursuant to this Section 2.9, in each case notwithstanding anything in Section 13.7 to the contrary, without the consent of any Lender other than those Lenders participating in the increase or increasing their Revolving Credit Tranche A Commitments (it being understood that the Administrative Agent shall execute any such supplement, amendment or restatement as maybe reasonably requested by the Borrower and necessary or desirable in connection with an increase in the Revolving Credit Commitment (a “Commitment Increase”permitted pursuant to this Section 2.9), in an aggregate amount of up to $25,000,000 (. The fees payable by the “Commitment Increase Cap”), once during the term of this Agreement by delivering a Notice of Requested Commitment Increase to Administrative Agent substantially Borrower upon any such increase in the form of Exhibit I (a “Notice of Requested Commitment Increase”), provided that: (A) the proposed Commitment Increase Revolving Credit Tranche A Commitments shall have been consented to in writing be agreed upon by the Administrative Agent (with and the Borrower at the time of such consent not increase. Notwithstanding the foregoing, nothing in this Section 2.9 shall constitute or be deemed to be unreasonably withheld), each constitute an agreement by any Lender (if any) who is increasing to increase its Revolving Credit Commitment and any other bank or financial institution acceptable to the Parent and the Administrative Agent that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (a “New Lender”); (B) each Lender has been afforded the right to fund the Commitment Increase prior to any New Lender being given such right; (C) the Borrowers are in pro forma compliance with all financial covenants set forth in Article 11 prior to, and upon giving effect to, such Commitment Increase; and (D) all conditions to borrowing set forth in Section 7.2 shall be satisfied prior to such Commitment Increase. The Notice of Requested Commitment Increase shall specify: (1) the amount of the proposed Commitment Increase and (2) the requested date of the proposed Commitment Increase (which shall be at least fifteen (15) days from the date of delivery of the Notice of Requested Commitment Increase). Each Notice of Requested Commitment Increase shall be binding on all Borrowers. Upon the effective date of any Commitment Increase, the Administrative Borrower shall deliver to the Administrative Agent a certificate of the chief financial officer of the Parent certifying that no Default or Event of Default then exists or would be caused thereby. The Commitment Increase shall not be effective until the Administrative Agent shall have received amendments to this Agreement and the other Loan Documents, commitments of Lenders or New Lenders in an aggregate amount equal to the Commitment Increase, Lender Agreements for each Lender or New Lender committing to the Commitment Increase, any upfront fees to be paid to the Lenders committing to the Commitment Increase, and, if requested, opinion letters, Revolving Credit Notes and such other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of the Commitment Increasehereunder.

Increase of Revolving Credit Commitment. (i) The Administrative Borrower, on behalf of the Borrowers, may request the right to effectuate an increase increases in the Revolving Credit Commitment (any such increase, a “Commitment Increase”), in an aggregate amount of up to $25,000,000 30,000,000 for all such Commitment Increases (the “Commitment Increase Cap”), once during the term of this Agreement by delivering a Notice of Requested Commitment Increase to Administrative Agent substantially in the form of Exhibit I (a “Notice of Requested Commitment Increase”), provided that, in each case: (A) each Commitment Increase may not be in an amount less than $15,000,000 and in integral multiples of $5,000,000 in excess thereof; (B) the proposed Commitment Increase shall have been consented to in writing by the Administrative Agent (with such consent not to be unreasonably withheld)Agent, each Lender (if any) who is increasing its Revolving Credit Commitment and any other bank or financial institution acceptable to the Parent and the Administrative Agent that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (a “New Lender”); (B) each Lender has been afforded the right to fund the Commitment Increase prior to any New Lender being given such right; and (C) the Borrowers are in pro forma compliance with all financial covenants set forth in Article 11 prior to, and upon giving effect to, such proposed Commitment Increase; and (D) all conditions to borrowing set forth in Section 7.2 shall be satisfied , together with any prior to such Commitment Increase, shall not exceed the Commitment Increase Cap. The Each Notice of Requested Commitment Increase shall specify: (1) the amount of the proposed Commitment Increase and (2) the requested date of the proposed Commitment Increase (which shall be at least fifteen (15) days from the date of delivery of the Notice of Requested Commitment Increase). Each Notice of Requested Commitment Increase shall be binding on all Borrowers. Upon the effective date of any Commitment Increase, the Administrative Borrower shall deliver to the Administrative Agent a certificate of the chief financial officer of the Parent certifying that no Default or Event of Default then exists or would be caused thereby. The Commitment Increase shall not be effective until the Administrative Agent shall have received amendments to this Agreement and the other Loan Documents, commitments of Lenders or New Lenders in an aggregate amount equal to the Commitment Increase, Lender Agreements for each Lender or New Lender committing to the Commitment Increase, any upfront fees to be paid to the Lenders committing to the Commitment Increase, and, if requested, opinion letters, Revolving Credit Notes and such other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of the Commitment Increase.