Common use of Increases in Commitments Clause in Contracts

Increases in Commitments. 2.1 Commencing as of the Effective Date, the Commitment of each of the Banks shall be increased from the amounts set forth, with respect to each Bank on Schedule A to Amendment No. 1, to the respective amounts set forth opposite the name of each of the Banks on Schedule A annexed hereto, and the Temporary Commitment shall be increased from Ten Million ($10,000,000) Dollars to Fifteen Million ($15,000,000) Dollars. 2.2 In order to evidence the Loans made by each of the Banks under the Commitments as amended hereby, the Borrower shall execute and deliver to each of the Banks a new note substantially in the form attached to the Loan Agreement as Exhibit B-1, reflecting the Commitment of each Bank respectively as amended hereby, dated the Effective Date and otherwise duly completed (collectively, all of the above-described promissory notes are defined as the "New Bank Notes"). In order to evidence the Temporary Loans by the Temporary Lender under the Temporary Commitment as amended hereby, the Borrower shall execute and deliver to the Temporary Lender a new note substantially in the form attached to the Loan Agreement as Exhibit B-2 reflecting the Temporary Commitment amount as amended hereby, dated the Effective Date and otherwise duly completed (hereinafter, the "New Temporary Note" and together with the New Bank Notes, collectively, the "New Notes"). Upon execution and delivery by the Borrower of the New Notes, the Agent shall cause each of the Notes being replaced by a New Note to be marked "Replaced by New Note", and returned to the Borrower. 2.3 All references in the Loan Agreement, Loan Documents and all other instruments, documents and agreements executed and delivered pursuant to any of the foregoing, to "the ratable benefit of the Banks", "pro rata", or terms of similar effect shall be deemed to refer to the ratable interests of the Banks, as their respective pro rata interests shall be adjusted to reflect the increase in the Commitments of each of the Banks as set forth on Schedule A annexed hereto. 2.4 In order to reflect the foregoing, if necessary, the Banks shall, as of the Effective Date, make appropriate adjustments among themselves in order that the amount of Loans outstanding to the Borrower from each Bank under the Loan Agreement are in principal amounts, as of the Effective Date, which are in the same proportion to the outstanding principal amount of all Loans that each Bank's Commitment, respectively, bears to the aggregate Commitments of all the Banks, after giving effect to the increased amount of the Commitments; provided, --------- however, that the foregoing adjustments shall not be made as of the Effective ------- Date in respect of Loans bearing interest at a rate subject to an Interest Period outstanding immediately prior to the Effective Date but such adjustments shall be made on the first day on which the foregoing adjustments can be made without incurring "breakage costs" in respect of each respective Interest Period, so that the foregoing adjustment shall be made as of the Effective Date only in respect of borrowings from and after the Effective Date or borrowings that are not subject to an Interest Period, provided further that in no event -------- ------- shall any Bank be required to lend any amount in excess of its Commitment. The Borrower agrees and consents to the terms of this Article II.

Increases in Commitments. 2.1 Commencing as (i) If no Default or Event of Default has occurred and is continuing, any Borrower may, at any time prior to the Revolving Termination Date, request an increase in the aggregate Commitments, by giving written notice to the Agent and each Bank (each such notice an "Increase Request"). Concurrently with delivering an Increase Request, such Borrower may seek additional commitments from other financial institutions ("New Bank(s)"). An Increase Request may request an increase in the aggregate Commitments of at least $5,000,000 but not more than $50,000,000; provided, that in no event shall the aggregate Commitments of the Effective DateBanks (including New Banks) hereunder exceed $200,000,000 at any time. Each Bank may, in its sole and absolute discretion, commit to increase its Commitment by all or a part of the increase requested in the Increase Request by delivering to such Borrower and the Agent a commitment valid for a period of 30 days ("Commitment Increase Notice") to such effect, which Commitment Increase Notice shall refer to this Section 2.5(b)(i) and which shall be given no later than 10 Business Days after the date of the Increase Request (the period between the date of the Increase Request and the 10 Business Day deadline for response being referred to as the "Consent Period"). The existing Commitment of any Bank shall not be increased in connection with an Increase Request if such Bank (x) by notice ("Decline Notice") declines to increase its Commitment during the Consent Period or (y) fails to respond to the Borrower and the Agent within the Consent Period (each such Bank giving a Decline Notice or failing to respond on or before the expiration of the Consent Period being called a "Declining Bank" and each other Bank being called an "Increasing Bank"). (ii) Upon expiry of the Consent Period (or sooner if all existing Banks and New Banks respond sooner), if the commitments of the Increasing Banks 20 specified in their respective Commitment Increase Notices and the New Bank(s) in their commitment letters equal or exceed the Increase Request, the Agent shall allocate such commitments up to the amount specified in the Increase Request to the Increasing Banks and New Bank(s) based on the ratio of each Increasing Bank's commitment specified in its Commitment Increase Notice (or New Bank in its commitment letter) to the aggregate of all commitments of the Increasing Banks specified in the Commitment Increase Notices and New Bank(s) in their commitment letters. (iii) Upon expiry of the Consent Period, if the commitments of the Increasing Banks specified in their respective Commitment Increase Notices and the New Bank(s) in their commitment letters are less than the Increase Request, the Borrowers may agree to accept such commitments from the Increasing Banks and New Bank(s). Upon expiry of the Consent Period (or sooner if all existing Banks and New Banks respond sooner), the Borrowers may add New Bank(s) with commitments up to the amount specified in their commitment letters; provided, that (A) no Default shall have occurred and be continuing, (B) the aggregate amount of Commitments plus increases in Increasing Bank existing Commitments and New Bank commitments does not exceed $200,000,000, (C) any such New Bank assumes all the rights and obligations of a "Bank" hereunder pursuant to accession documentation as the Agent shall specify and described below and (D) such New Bank is reasonably satisfactory to the Agent. If the Borrowers do accept such commitments, the Agent shall allocate such commitments to each of the Increasing Banks and New Bank(s) based on the ratio of its commitment specified in its Commitment Increase Notice or commitment letter to the aggregate of all commitments of the Increasing Banks and New Bank(s) specified in their Commitment Increase Notices and commitment letters. (iv) Upon allocation of the increased commitments to the Increasing Banks and/or New Bank(s), the Borrowers shall deliver such documentation as the Agent may reasonably require to evidence the Borrowers' authority to incur the increased obligations hereunder, and if requested by the Increasing Banks and/or New Banks, replacement Notes to the Increasing Banks and/or new notes to the New Bank(s) reflecting the Commitment of each of the Banks Increasing Bank and New Bank. Such new and replacement notes, if any, shall be deemed to constitute a "Note" or "Notes" hereunder for all purposes and such new and increased from the amounts set forth, with respect to each Bank on Schedule A to Amendment Nocommitments shall constitute a "Commitment" or "Commitments" hereunder for all purposes. 1, to the respective amounts set forth opposite the name of each of the Banks on Schedule A annexed hereto, and the Temporary Commitment The Agent shall be increased from Ten Million ($10,000,000) Dollars to Fifteen Million ($15,000,000) Dollars. 2.2 In order to evidence the Loans made by each of the Banks under the Commitments as amended hereby, the Borrower shall execute and deliver to promptly provide each of the Banks a new note substantially in the form attached to the Loan Agreement as Exhibit B-1, revised Schedule 1.1 reflecting the Commitment of each Bank respectively as amended hereby, dated the Effective Date and otherwise duly completed (collectively, all of the above-described promissory notes are defined as the "New Bank Notes"). In order to evidence the Temporary Loans by the Temporary Lender under the Temporary Commitment as amended hereby, the Borrower shall execute and deliver to the Temporary Lender a new note substantially in the form attached to the Loan Agreement as Exhibit B-2 reflecting the Temporary Commitment amount as amended hereby, dated the Effective Date and otherwise duly completed (hereinafter, the "New Temporary Note" and together with the New Bank Notes, collectively, the "New Notes"). Upon execution and delivery by the Borrower of the New Notes, the Agent shall cause each of the Notes being replaced by a New Note to be marked "Replaced by New Note", and returned to the Borrower. 2.3 All references in the Loan Agreement, Loan Documents and all other instruments, documents and agreements executed and delivered pursuant to any of the foregoing, to "the ratable benefit Commitments of the Banks", "pro rata", or terms of similar effect shall be deemed to refer to the ratable interests of the Banks, as their respective pro rata interests shall be adjusted to reflect the increase in the Commitments of each of the Banks as set forth on Schedule A annexed hereto. 2.4 In order to reflect the foregoing, if necessary, the Banks shall, as of the Effective Date, make appropriate adjustments among themselves in order that the amount of Loans outstanding to the Borrower from each Bank under the Loan Agreement are in principal amounts, as of the Effective Date, which are in the same proportion to the outstanding principal amount of all Loans that each Bank's Commitment, respectively, bears to the aggregate Commitments of all the Banks, after giving effect to the increased amount of the Commitments; provided, --------- however, that the foregoing adjustments shall not be made as of the Effective ------- Date in respect of Loans bearing interest at a rate subject to an Interest Period outstanding immediately prior to the Effective Date but such adjustments shall be made on the first day on which the foregoing adjustments can be made without incurring "breakage costs" in respect of each respective Interest Period, so that the foregoing adjustment shall be made as of the Effective Date only in respect of borrowings from and after the Effective Date or borrowings that are not subject to an Interest Period, provided further that in no event -------- ------- shall any Bank be required to lend any amount in excess of its Commitment. The Borrower agrees and consents to the terms of this Article II.

Increases in Commitments. 2.1 Commencing as of the Effective DateProceeds Receipt Date (as hereinafter defined), the Commitment of each of the Banks shall be increased from the amounts set forth, with respect to each Bank Bank, on Schedule A to Amendment No. 1, the signature pages of the Loan Agreement to the respective amounts set forth opposite the name of each of the Banks on Schedule A annexed hereto, hereto and the Temporary Commitment shall be increased from Five Million ($5,000,000) Dollars to Ten Million ($10,000,000) Dollars to Fifteen Million ($15,000,000) Dollars. 2.2 In order to evidence the Loans made by each of the Banks under the Commitments as amended hereby, the Borrower Borrowers shall execute and deliver to each of the Banks a new note substantially in the form attached to the Loan Agreement as Exhibit B-1, reflecting the Commitment of each Bank respectively as amended hereby, dated the Effective Proceeds Receipt Date and otherwise duly completed (collectively, all of the above-described promissory notes are defined as the "New Bank Notes"). In order to evidence the Temporary Loans by the Temporary Lender under the Temporary Commitment as amended hereby, the Borrower Borrowers shall execute and deliver to the Temporary Lender a new note substantially in the form attached to the Loan Agreement as Exhibit B-2 reflecting the Temporary Commitment amount as amended hereby, dated the Effective Proceeds Receipt Date and otherwise duly completed (hereinafter, the "New Temporary Note" and together with the New Bank Notes, collectively, the "New Notes"). Upon execution and delivery by the Borrower Borrowers of the New Notes, the Agent shall cause each of the Notes being replaced by a New Note to be marked "Replaced by New Note", and returned to the BorrowerBorrowers. 2.3 All references in the Loan Agreement, Loan Documents and all other instruments, documents and agreements executed and delivered pursuant to any of the foregoing, to "the ratable benefit of the Banks", "pro rata", or terms of similar effect shall be deemed to refer to the ratable interests of the Banks, as their respective pro rata interests shall be adjusted to reflect the --- ---- increase in the Commitments of each of the Banks as set forth on Schedule A annexed hereto. 2.4 In order to reflect the foregoing, if necessary, the Banks shall, as of the Effective Proceeds Receipt Date, make appropriate adjustments among themselves in order that the amount of Loans outstanding to the Borrower Borrowers from each Bank under the Loan Agreement are in principal amounts, as of the Effective Proceeds Receipt Date, which are in the same proportion to the outstanding principal amount of all Loans that each Bank's Commitment, respectively, bears to the aggregate Commitments of all the Banks, after giving effect to the increased amount of the Commitments; provided, --------- however, that the foregoing adjustments shall not be made -------- ------- as of the Effective ------- Proceeds Receipt Date in respect of Loans bearing interest at a rate subject to an Interest Period outstanding immediately prior to the Effective Proceeds Receipt Date but such adjustments shall be made on the first day on which the foregoing adjustments can be made without incurring "breakage costs" in respect of each respective Interest Period, so that the foregoing adjustment shall be made as of the Effective Proceeds Receipt Date only in respect of borrowings from and after the Effective Proceeds Receipt Date or borrowings that are not subject to an Interest Period, provided further that in no event -------- ------- shall any Bank be required to lend any amount in excess of its Commitment. The Borrower agrees Borrowers agree and consents consent to the terms of this Article II.