Common use of Increases in Commitments Clause in Contracts

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, the Borrower may, during the Availability Period by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $100,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the approval of each Issuing Lender and the Swingline Lender (such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Lender’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. (c) As a condition precedent to the Optional Increase, the Loan Parties shall deliver to the Administrative Agent a certificate of the Loan Parties dated the effective date of the Optional Increase, signed by Authorized Officers of each Loan Party, certifying that: (i) the resolutions adopted by each Loan Party approving or consenting to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (B) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Borrower Effective Date, the Borrowers may, during the Availability Period by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower Borrowers may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $100,000,000the Accordion Amount. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the approval of each Issuing Lender and the Swingline Lender (such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Lender▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower Borrowers may, at its their own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower.the (c) As a condition precedent to the Optional Increase, the Loan Parties shall deliver to the Administrative Agent a certificate of the Loan Parties dated the effective date of the Optional Increase, signed by Authorized Officers of each Loan Party, certifying that: (i) the resolutions adopted by each Loan Party approving or consenting to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (B) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the applicable Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19. (e) In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.19, the respective Sublimits of each Borrower shall be increased by an equal aggregate amount as the Borrowers may direct by notice to the Administrative Agent, subject to the limitations set forth in Section 2.08(f); provided that a Borrower’s Sublimit shall at no time exceed such Borrower’s Maximum Sublimit.

Increases in Commitments. (a) Subject During the period from the date hereof to the terms and conditions Maturity Date, at the request of this Agreement, the Borrower may, during and with the Availability Period by delivering to consent of the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E(which consent shall not be unreasonably withheld), request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $100,000,000. (b) Each Lender may, at its sole and absolute discretion, (but shall not be obligated to, participate in any Optional Increase, subject to ) increase the approval amount of each Issuing Lender its Commitment by executing an Increased Commitment Supplement with the Borrower and the Swingline Lender (such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Lender’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, substantially in the Swingline form of Exhibit F hereto, whereupon such Lender shall be bound by and entitled to the Issuing Lendersbenefits of this Agreement with respect to the full amount of its Commitment as so increased; provided that (i) the minimum amount of such increase shall be $2,500,000, and (ii) after giving effect to such increase, the aggregate amount of the Commitments shall not exceed $125,000,000. (b) If on the date on which any Lender increases its Commitment pursuant to this Section 2.20 there is an unpaid principal amount of Revolving Loans, the Borrower shall borrow from such Lender under this Agreement, subject to Section 4, Revolving Loans of such types and in such amounts as shall be necessary to cause the outstanding amount of such Lender's share of each type of Revolving Loan made by all Lenders to be equal to such Lender's pro rata share. Any such financial institution (if not already Notwithstanding anything herein to the contrary, any Eurodollar Loans made by a Lender hereunder) shall become a party pursuant to this Agreement Section 2.20 shall have (i) Interest Periods which end on the same dates as a Lender, pursuant to a joinder agreement in form the Interest Periods for the corresponding Eurodollar Loans made by all the Lenders and substance reasonably satisfactory (ii) interest rates equal to the Administrative Agent and interest rates for the Borrowercorresponding Eurodollar Loans made by all the Lenders. (c) As a condition precedent Subject to the Optional Increaseprovisions of Sections 2.02, 2.03 and 2.09, the Loan Parties shall deliver Borrower may elect to the Administrative Agent a certificate of the Loan Parties dated the effective date of the Optional Increase, signed by Authorized Officers of each Loan Party, certifying that: (i) the resolutions adopted by each Loan Party approving or consenting to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (B) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date behalf of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees apply the proceeds of such Lender's Revolving Loans made pursuant to pay any and all costs this Section 2.20 to the partial prepayment of the Lenders' Revolving Loans (if any) required including such Lender's Revolving Loans made pursuant to Section 2.12 incurred 2.20(b), it being understood that such Lender may retain an amount equal to its pro rata share of its Revolving Loans) to the extent necessary to cause the outstanding amount of such Lender's share of each type of Revolving Loan made by any Lender in connection with the exercise of the Optional Increase. Each of the all Lenders shall participate in any new Loans made on or after to be equal to such date in accordance with their respective Commitment Ratios Lender's pro rata share (as determined after giving effect to the increase in Commitments contemplated by this Commitment) (and the pro rata provisions of Section 2.192.16 shall not be applicable to such payment). If the Borrower elects to apply the proceeds of such Lender's Revolving Loans to the partial prepayment of the other Lenders' Eurodollar Loans on a date other than the last day of an Interest Period with respect to all such Eurodollar Loans, the Borrower shall pay to the Lenders (other than the Lender increasing the amount of its Commitment) the compensation referred to in Section 2.14. (d) The Administrative Agent shall advise the Lenders of such increase in the Commitment of a Lender and of the amount of any borrowing from such Lender hereunder made simultaneously upon such increase."