Common use of Incremental Revolving Commitments Clause in Contracts

Incremental Revolving Commitments. (a) The Company and any one or more Lenders (including New Lenders but without the consent of any other Lender) may from time to time agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Commitments obtained after the Effective Date pursuant to this paragraph shall not exceed $100,000,000 and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (y) no more than 4 Increased Facility Closing Dates may be selected by the Company after the Effective Date. In connection with any increase described in this paragraph, (i) the Company shall provide the Administrative Agent with certificates and legal opinions as the Administrative Agent may reasonably request, (ii) the representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the Increased Facility Closing Date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date) and (iii) at the time of and immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.

Incremental Revolving Commitments. (a) The Company and any one or more Lenders (including New Lenders but without the consent of any other Lender) may from time to time agree that such Lenders shall obtain or increase the amount of their Commitments may, by executing and delivering written notice to the Administrative Agent an Increased Facility Activation Notice specifying from time to time, request that the total Revolving Commitments be increased; provided that (i) the aggregate amount of such increase and (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Commitments obtained after the Effective Date pursuant to this paragraph shall not exceed $100,000,000 and 250,000,000, (ii) no Lender shall be required to provide any such incremental commitment and (iii) the conditions precedent to each borrowing set forth in Section 4.02 are satisfied at the time of any such request. Such notice shall set forth the amount of the requested increase in the Revolving Commitments (which shall be in minimum increments of $10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date). The Company may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the requested increase; provided that, notwithstanding the foregoing, no Person shall become a Lender without the prior written consent of the Administrative Agent, Agent and each Issuing Bank and Swingline Lender (x) which shall not be unreasonably withheld). The Company and each increase effected pursuant to this paragraph Augmenting Lender shall be in a minimum amount of at least $25,000,000 and (y) no more than 4 Increased Facility Closing Dates may be selected by the Company after the Effective Date. In connection with any increase described in this paragraph, (i) the Company shall provide the Administrative Agent with certificates and legal opinions execute all such documentation as the Administrative Agent may shall reasonably request, (ii) the representations and warranties of the Loan Parties set forth in this Agreement and specify to evidence its Revolving Commitment and/or its status as a Lender hereunder. Any increase in the other Loan Documents shall Revolving Commitments may be true and correct on and as of made in an amount which is less than the Increased Facility Closing Date (orincrease requested by the Company if the Company is unable to arrange for, if any such representation or warranty is expressly stated chooses not to have been made as of a specific earlier datearrange for, as of such specific date) and (iii) at the time of and immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretionAugmenting Lenders.

Incremental Revolving Commitments. (a) The Company Borrower and any one or more Lenders (including New Lenders but without reasonably acceptable to the consent of any other LenderAdministrative Agent and the Issuing Bank) may from time to time agree that such Lenders shall obtain or increase the amount of their incur Incremental Revolving Commitments by executing and delivering to the Administrative Agent an Increased Facility Incremental Revolving Commitment Activation Notice specifying (i) the amount of such increase the Incremental Revolving Commitments and (ii) the applicable Increased Facility Incremental Revolving Commitment Closing Date. Notwithstanding the foregoing, (i1) without the consent of the Required Lenders, (A) the aggregate principal amount of incremental Incremental Revolving Commitments obtained after the Effective Date pursuant to this paragraph shall not exceed $100,000,000 100,000,000, (B) no Incremental Revolving Commitments may be incurred if a Default would be in existence immediately before or after giving pro forma effect thereto and to any concurrent transactions and any substantially concurrent use of the proceeds thereof, and (iiC) without after giving pro forma effect thereto and to any concurrent transactions, the consent of Consolidated Leverage Ratio shall be less than or equal to the Consolidated Leverage Ratio then required to be maintained by the Borrower pursuant to Section 6.10, and (2) unless otherwise agreed by the Administrative Agent, (xA) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (yB) no more than 4 Increased Facility Closing Dates four Incremental Revolving Commitment Activation Notices may be selected delivered by the Company Borrower after the Effective Closing Date. In connection with any increase described in this paragraph, (i) the Company shall provide the Administrative Agent with certificates and legal opinions as the Administrative Agent may reasonably request, (ii) the representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the Increased Facility Closing Date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date) and (iii) at the time of and immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing. No existing Lender shall have any obligation to participate in incur any increase described in this paragraph Incremental Revolving Commitments unless it agrees to do so in its sole discretion.