Common use of Increase in Loans Clause in Contracts

Increase in Loans. Provided there exists no Default, the Borrower on behalf of the Borrower and Guarantors may, from time to time on any Business Day after the date hereof, without the consent of any Bank but with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request an increase in the aggregate amount of Loans hereunder by delivering a Loan Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Loan Increase”). The Loan Increase Request shall identify one or more additional Banks (each, an “Additional Bank”) and the amount of its Loan and/or any additional principal amount to be added to the outstanding Loan of one or more Banks then party hereto (any such Bank, an “Increasing Bank”). Notwithstanding anything to the contrary herein provided, any such increase in the aggregate amount of the Loans to an amount in excess of U.S. $250,000,000 shall require the written approval of the Required Banks. The effective date of each Loan Increase shall be agreed upon by the Borrower, the Administrative Agent and the Increasing Bank and/or Additional Bank, as applicable, but shall be no later than sixty (60) days following the Effective Date. Upon the effectiveness of a Loan Increase, each Additional Bank (and, if applicable, each Increasing Bank) shall advance funds in the amount identified in the applicable Loan Increase Request with respect to such Bank and any Additional Bank upon funding such amount shall become a Bank hereunder and its amount advanced shall constitute a Loan hereunder for all purposes hereof, accruing interest from the date of funding. It shall be a condition to such effectiveness that no Euro-Dollar Loans be outstanding on the date of such effectiveness. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent relating to any Loan Increase. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to agree to provide an additional amount and no Bank’s Loan shall be increased without its written consent thereto, and each Bank may, in its sole discretion, unconditionally and without cause, decline to provide any such additional amount.

Increase in Loans. Provided there exists no Default, the The Borrower on behalf of the Borrower and Guarantors may, from at any time by notice to time on any Business Day after the date hereof, without the consent of any Bank but with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Agent, request propose an increase in the aggregate amount total Commitments hereunder (each such proposed increase being a "Commitment Increase") either by having a Lender increase its Commitment then in effect (each an "Increasing Lender") (provided that, for the avoidance of Loans hereunder by delivering a Loan Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Loan Increase”). The Loan Increase Request shall identify one or more additional Banks (each, an “Additional Bank”) and the amount of its Loan and/or any additional principal amount to be added to the outstanding Loan of one or more Banks then party hereto (any such Bank, an “Increasing Bank”). Notwithstanding anything to the contrary herein provideddoubt, any such increase in the aggregate amount of the Loans to an amount in excess of U.S. $250,000,000 shall require the written approval of the Required Banks. The effective date of each Loan Increase shall be agreed upon by the Borrower, the Administrative Agent and the Increasing Bank and/or Additional Bank, as applicable, but shall be no later than sixty (60) days following the Effective Date. Upon the effectiveness of a Loan Increase, each Additional Bank (and, if applicable, each Increasing Bank) shall advance funds in the amount identified in the applicable Loan Increase Request with respect to such Bank and any Additional Bank upon funding such amount shall become a Bank hereunder and its amount advanced shall constitute a Loan hereunder for all purposes hereof, accruing interest from the date of funding. It shall be a condition to such effectiveness that no Euro-Dollar Loans be outstanding on the date of such effectiveness. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent relating to any Loan Increase. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to agree to provide an additional amount and no Bank’s Loan shall be increased without its written consent thereto, and each Bank mayLender may elect or decline, in its sole discretion, unconditionally to be an Increasing Lender) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an "Assuming Lender") in each case with the approval of the Administrative Agent, which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and without the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (the "Commitment Increase Date") (which shall be a Domestic Business Day at least three Domestic Business Days after delivery of such notice and 30 days prior to the Termination Date); provided that: (i) the minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be $25,000,000 or a larger multiple of $5,000,000; (ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $1,250,000,000; (iii) no Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and (iv) the representations and warranties of the Borrower contained in this Agreement shall be true in all material respects on and as of the date of the relevant Commitment Increase Date. Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 11:00 a.m., New York City time, on such Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Commitment Increase under this Section 2.17 have been satisfied and (B) an agreement, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, the Commitment of each such Increasing Lender shall be increased and/or each such Assuming Lender shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent. Upon the Administrative Agent's receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (B) above, together with the certificate referred to in clause (A) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Borrower and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, in the event Committed Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, decline after giving effect to provide any such additional amountincrease and the application of such amounts to make payments to such other relevant Lenders, the Committed Loans to be held ratably by all Lenders in accordance with their respective Commitments, (ii) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Committed Loans as of such Commitment Increase Date (with such borrowing to consist of the Type of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.2) and (iii) the Borrower shall pay to the Lenders the amounts, if any, payable under Section 2.14 as a result of such prepayment.

Increase in Loans. Provided there exists no Default, the (a) The Borrower on behalf of the Borrower and Guarantors may, from at any time by notice to time on any Business Day after the date hereof, without the consent of any Bank but with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Agent, request propose an increase in the aggregate amount of Loans total Commitments hereunder by delivering (each such proposed increase being a Loan Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Loan Commitment Increase”). The Loan Increase Request shall identify one or more additional Banks ) either by (each, an “Additional Bank”x) and the amount of having a Lender increase its Loan and/or any additional principal amount to be added to the outstanding Loan of one or more Banks Commitment then party hereto in effect (any such Bank, each an “Increasing BankLender”). Notwithstanding anything to ) (provided that, for the contrary herein providedavoidance of doubt, any such increase in the aggregate amount of the Loans to an amount in excess of U.S. $250,000,000 shall require the written approval of the Required Banks. The effective date of each Loan Increase shall be agreed upon by the Borrower, the Administrative Agent and the Increasing Bank and/or Additional Bank, as applicable, but shall be no later than sixty (60) days following the Effective Date. Upon the effectiveness of a Loan Increase, each Additional Bank (and, if applicable, each Increasing Bank) shall advance funds in the amount identified in the applicable Loan Increase Request with respect to such Bank and any Additional Bank upon funding such amount shall become a Bank hereunder and its amount advanced shall constitute a Loan hereunder for all purposes hereof, accruing interest from the date of funding. It shall be a condition to such effectiveness that no Euro-Dollar Loans be outstanding on the date of such effectiveness. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent relating to any Loan Increase. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to agree to provide an additional amount and no Bank’s Loan shall be increased without its written consent thereto, and each Bank mayLender may elect or decline, in its sole discretion, unconditionally to be an Increasing Lender) or (y) adding as a Lender with a new Commitment hereunder a Person that is not then a Lender (each an “Assuming Lender”) (with, solely in the case of (y), if such Person is not a Lender or a Lender Affiliate, the approval of the Administrative Agent (such notice not to be unreasonably withheld, delayed or conditioned)), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and without the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (the “Commitment Increase Date”) (which shall be a Domestic Business Day at least three Domestic Business Days after delivery of such notice and 30 days prior to the Termination Date); provided that: (i) the minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be $10,000,000 or a larger multiple of $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $1,000,000,000; (iii) no Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and (iv) the representations and warranties of the Borrower contained in this Agreement shall be true in all material respects (or, if qualified as to materiality, in all respects) on and as of the date of the relevant Commitment Increase Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true in all material respects(or, if qualified as to materiality, in all respects) as of such earlier date). (b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 11:00 A.M. on such Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Commitment Increase under this Section 2.17 have been satisfied and (B) an agreement, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, the Commitment of each such Increasing Lender shall be increased and/or each such Assuming Lender shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (B) above, together with the certificate referred to in clause (A) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Borrower and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, in the event Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, decline after giving effect to provide any such additional amountincrease and the application of such amounts to make payments to such other relevant Lenders, the Loans to be held ratably by all Lenders in accordance with their respective Commitments, (ii) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Loans as of such Commitment Increase Date (with such borrowing to consist of the Type of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.2) and (iii) the Borrower shall pay to the Lenders the amounts, if any, payable under Section 2.14 as a result of such prepayment.

Increase in Loans. Provided there exists no Default, the (a) The Borrower on behalf of the Borrower and Guarantors may, from at any time by notice to time on any Business Day after the date hereof, without the consent of any Bank but with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Agent, request propose an increase in the aggregate amount of Loans total Commitments hereunder by delivering (each such proposed increase being a Loan Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Loan Commitment Increase”). The Loan Increase Request shall identify one or more additional Banks ) either by having a Lender increase its Commitment then in effect (each, an “Additional Bank”) and the amount of its Loan and/or any additional principal amount to be added to the outstanding Loan of one or more Banks then party hereto (any such Bank, each an “Increasing BankLender”). Notwithstanding anything to ) (provided that, for the contrary herein providedavoidance of doubt, any such increase in the aggregate amount of the Loans to an amount in excess of U.S. $250,000,000 shall require the written approval of the Required Banks. The effective date of each Loan Increase shall be agreed upon by the Borrower, the Administrative Agent and the Increasing Bank and/or Additional Bank, as applicable, but shall be no later than sixty (60) days following the Effective Date. Upon the effectiveness of a Loan Increase, each Additional Bank (and, if applicable, each Increasing Bank) shall advance funds in the amount identified in the applicable Loan Increase Request with respect to such Bank and any Additional Bank upon funding such amount shall become a Bank hereunder and its amount advanced shall constitute a Loan hereunder for all purposes hereof, accruing interest from the date of funding. It shall be a condition to such effectiveness that no Euro-Dollar Loans be outstanding on the date of such effectiveness. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent relating to any Loan Increase. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to agree to provide an additional amount and no Bank’s Loan shall be increased without its written consent thereto, and each Bank mayLender may elect or decline, in its sole discretion, unconditionally to be an Increasing Lender) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”) in each case with the approval of the Administrative Agent (such notice not to be unreasonably withheld, delayed or conditioned), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and without the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (the “Commitment Increase Date”) (which shall be a Domestic Business Day at least three Domestic Business Days after delivery of such notice and 30 days prior to the Termination Date); provided that: (i) the minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be $10,000,000 or a larger multiple of $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $1,000,000,000; (iii) no Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and (iv) the representations and warranties of the Borrower contained in this Agreement shall be true in all material respects on and as of the date of the relevant Commitment Increase Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true in all material respects as of such earlier date). (b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 11:00 a.m., New York City time, on such Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Commitment Increase under this Section 2.17 have been satisfied and (B) an agreement, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, the Commitment of each such Increasing Lender shall be increased and/or each such Assuming Lender shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (B) above, together with the certificate referred to in clause (A) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Borrower and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, in the event Committed Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, decline after giving effect to provide any such additional amountincrease and the application of such amounts to make payments to such other relevant Lenders, the Committed Loans to be held ratably by all Lenders in accordance with their respective Commitments, (ii) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Committed Loans as of such Commitment Increase Date (with such borrowing to consist of the Type of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.2) and (iii) the Borrower shall pay to the Lenders the amounts, if any, payable under Section 2.14 as a result of such prepayment.

Increase in Loans. Provided there exists no DefaultAt any time prior to the Termination Date, the Borrower on behalf of the Borrower and Guarantors may, from time may request that a Loan be increased by up to time on any Business Day after the date hereof, without the consent of any Bank but with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request an increase in the aggregate amount of Loans hereunder $100,000,000. Such request shall be made in a written notice given to the Lender by delivering a Loan Increase Request at least five the Borrower not less than twenty (520) Business Banking Days prior to the desired proposed effective date of such increase increase, which notice (the a “Loan Increase”). The Loan Increase Request shall identify one or more additional Banks (each, an “Additional BankNotice”) and shall specify the amount of its Loan and/or any additional principal amount to be added to the outstanding Loan of one or more Banks then party hereto (any such Bank, an “Increasing Bank”). Notwithstanding anything to the contrary herein provided, any such proposed increase in the aggregate Loan and the proposed effective date of such increase. The proposed increase shall be in an amount not less than $25,000,000. The Lender shall have no obligation to increase a Loan pursuant to a Loan Increase Notice. The Lender shall notify the Borrower on or before the Banking Day immediately prior to the proposed effective date to confirm the amount of the Loans increase in a Loan. Any increase in a Loan shall be subject to an amount in excess of U.S. $250,000,000 shall require the written approval following conditions precedent: (i) as of the Required Banks. The date of the Loan Increase Notice and as of the proposed effective date of each the increase in the Loan, all representations and warranties of the Borrower in the Loan Increase Agreement shall be agreed upon by true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or an Event of Default; (ii) the BorrowerBorrower and the Lender shall have executed a Commitment and Acceptance (“Commitment and Acceptance”) substantially in the form of Exhibit F hereto; and (iii) the Borrower and the Lender shall otherwise have executed and delivered such other instruments and documents as may be required hereunder or that the Lender shall have reasonably requested in connection with such increase. In the event any provision of a Commitment and Acceptance shall be inconsistent with any provisions of the Loan Agreement, the Administrative Agent and the Increasing Bank and/or Additional Bank, as applicable, but Loan Agreement shall be no later than sixty (60) days following the Effective Dategovern. Upon satisfaction of the effectiveness conditions precedent to any increase in a Loan, the Lender shall promptly advise the Borrower of a Loan Increase, each Additional Bank (and, if applicable, each Increasing Bank) shall advance funds in the amount identified in the applicable Loan Increase Request with respect to such Bank and any Additional Bank upon funding such amount shall become a Bank hereunder and its amount advanced shall constitute a Loan hereunder for all purposes hereof, accruing interest from the date of funding. It shall be a condition to such effectiveness that no Euro-Dollar Loans be outstanding on the effective date of such effectivenessincrease. The Borrower agrees Nothing contained herein shall constitute, or otherwise be deemed to pay any out-of-pocket expenses be, a commitment on the part of the Administrative Agent relating Lender to any Loan Increase. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to agree to provide an additional amount and no Bank’s Loan shall be increased without its written consent thereto, and each Bank may, in its sole discretion, unconditionally and without cause, decline to provide any such additional amountincrease a Loan.

Increase in Loans. (a) Provided there exists that no DefaultDefault or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower on behalf of shall have the Borrower and Guarantors may, option from time to time on any Business Day after the date hereof, without the consent of any Bank but with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request an increase in the aggregate amount of Loans hereunder by delivering a Loan Increase Request at least five (5) Business Days prior to the desired effective date Maturity Date to request one or more additional Loans by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase (is the “Loan Increase”). The Loan Increase Request shall identify one or more additional Banks (each; provided that after giving effect to such Loans, an “Additional Bank”) and the amount of its Loan and/or any additional principal amount to be added to the outstanding Loan of one or more Banks then party hereto (any such Bank, an “Increasing Bank”). Notwithstanding anything to the contrary herein provided, any such increase in the aggregate amount of the Loans to an shall not exceed $250,000,000.00, provided further that any such individual increase must be in a minimum amount of $25,000,000.00 and increments of $5,000,000.00 in excess thereof (or such smaller amounts as the Agent may approve). Upon receipt of U.S. $250,000,000 any Increase Notice, the Agent shall require consult with the written approval Loan Increase Arranger, and shall notify the Borrower of the Required Banks. The effective date amount of each fees to be paid to any Lenders who provide additional Loans (or in the case of an existing Lender, increases the principal amount of its Loan) and to be paid to the Loan Increase Arranger in connection with such increase. If the Borrower agrees to pay the fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Loan Request Notice”) informing them of the Borrower’s request for additional Loans and of the facility fees to be agreed paid to Lenders with respect thereto. Each existing Lender who desires to increase the principal amount of its Loan upon such terms shall provide Agent with a written commitment letter specifying the amount of the increase which it is willing to provide prior to such deadline as may be specified in the Additional Loan Request Notice. If the requested increase is oversubscribed then the Borrower, the Agent and the Loan Increase Arranger shall allocate the Loan Increase among the Lenders who provide such commitment letters on such basis as they shall reasonably agree. If the additional Loans so provided are not sufficient to provide the full amount of the Loan Increase requested by the Borrower, then the Administrative Agent and Agent, the Increasing Bank and/or Additional Bank, as applicableLoan Increase Arranger or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, the Loan Increase Arranger and the Borrower) to become a Lender and provide additional Loans. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Loans to be provided by each Lender on the effective date of the Loan Increase specified therein (the “Increase Date”). In no later than sixty event shall any existing Lender be obligated to increase the principal amount of its Loan. (60b) days following the Effective Date. Upon the effectiveness of the Loan Increase pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 and the Borrower shall execute and deliver to the Agent new Notes for each new Lender and each existing Lender increasing the principal amount of its Loan. The Agent shall deliver such Notes to the respective Lenders, in the case of each existing Lender increasing the principal amount of its Loan in exchange for the Note replaced thereby which shall be promptly surrendered by such Lender to Borrower. Such new Notes shall, in the case of each existing Lender increasing the principal amount of its Loan provide that they are replacements for the surrendered Notes and that they do not constitute a novation, shall be dated as of the Increase Date and shall otherwise be in substantially the form set forth in Exhibit A. Simultaneously with the issuance of any new Notes pursuant to this §2.11(b), if required by the Agent, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Notes shall be canceled and promptly returned to the Borrower. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request. (c) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Lenders to provide a Loan Increase pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any Loan Increase: (i) The Borrower shall pay (A) to the Agent and the Loan Increase Arranger those fees agreed to in writing with the Agent and the Loan Increase Arranger with respect to the Loan Increase, each Additional Bank and (B) to the Loan Increase Arranger such facility fees as the Lenders who are providing additional Loans may require, which fees shall, when paid, be fully earned and non-refundable under any circumstances; and (ii) On the date any Increase Notice is given and on the date such increase becomes effective, if applicableboth immediately before and after giving effect to such increase, each Increasing Bankthere shall exist no Default or Event of Default; and (iii) shall advance funds The representations and warranties made by the Borrower and the Guarantors in the amount identified Loan Documents or otherwise made by or on behalf of the Borrower or the Guarantors in the applicable Loan Increase Request with respect to such Bank and any Additional Bank upon funding such amount shall become a Bank hereunder and its amount advanced shall constitute a Loan hereunder for all purposes hereof, accruing interest from connection therewith or after the date of funding. It thereof shall have been true and correct in all material respects when made and shall also be a condition to such effectiveness that no Euro-Dollar Loans be outstanding true and correct in all material respects on the date of such effectiveness. Increase Notice and after giving effect to such increase (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects); and (iv) The Borrower agrees and the Guarantors shall execute and deliver to pay any out-of-pocket expenses of Agent and the Administrative Lenders such additional documents, instruments, certifications and opinions as the Agent relating to any Loan Increase. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to agree to provide an additional amount and no Bank’s Loan shall be increased without its written consent thereto, and each Bank may, may reasonably require in its sole and absolute discretion, unconditionally including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants, representations and without cause, decline warranties set forth in the Loan Documents after giving effect to provide any the increase; and (v) The Borrower and the Guarantors shall satisfy such additional amountother conditions to such increase as Agent may require in its reasonable discretion.

Increase in Loans. Provided there exists no Default, the Borrower on behalf of the Borrower and Guarantors may, from time to time on any Business Day after the date hereof, without the consent of any Bank but with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request an increase in the aggregate amount of Loans hereunder by delivering a Loan Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Loan Increase”). The Loan Increase Request shall identify one or more additional Banks (each, an “Additional Bank”) and the amount of its Loan and/or any additional principal amount to be added to the outstanding Loan of one or more Banks then party hereto (any such Bank, an “Increasing Bank”). Notwithstanding anything to the contrary herein provided, any no such increase shall result in the aggregate outstanding principal amount of the Loans to an amount being in excess of U.S. $250,000,000 shall require 300,000,000 without the written approval of the Required Banks. The effective date of each Loan Increase shall be agreed upon by the Borrower, the Administrative Agent and the Increasing Bank and/or Additional Bank, as applicable, but shall be no later than sixty (60) days following the Effective Date. Upon the effectiveness of a Loan Increase, each Additional Bank (and, if applicable, each Increasing Bank) shall advance funds in the amount identified in the applicable Loan Increase Request with respect to such Bank and any Additional Bank upon funding such amount shall become a Bank hereunder and its amount advanced shall constitute a Loan hereunder for all purposes hereof, accruing interest from the date of funding. It shall be a condition to such effectiveness that no Euro-Dollar Loans be outstanding on the date of such effectiveness. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent relating to any Loan Increase. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to agree to provide an additional amount and no Bank’s Loan shall be increased without its written consent thereto, and each Bank may, in its sole discretion, unconditionally and without cause, decline to provide any such additional amount.

Increase in Loans. (a) Provided there exists that no DefaultDefault or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower on behalf of shall have the Borrower and Guarantors may, option from time to time on any Business Day after the date hereof, without the consent of any Bank but with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request an increase in the aggregate amount of Loans hereunder by delivering a Loan Increase Request at least five (5) Business Days prior to the desired effective date Maturity Date to request one or more additional Loans by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase (is the “Loan Increase”). The Loan Increase Request shall identify one or more additional Banks (each; provided that after giving effect to such Loans, an “Additional Bank”) and the amount of its Loan and/or any additional principal amount to be added to the outstanding Loan of one or more Banks then party hereto (any such Bank, an “Increasing Bank”). Notwithstanding anything to the contrary herein provided, any such increase in the aggregate amount of the Loans to an shall not exceed $400,000,000.00, provided further that any such individual increase must be in a minimum amount of $50,000,000.00 and increments of $10,000,000.00 in excess thereof (or such smaller amounts as the Agent may approve). Upon receipt of U.S. $250,000,000 any Increase Notice, the Agent shall require consult with Arranger and shall notify the written approval Borrower of the Required Banksamount of fees to be paid to any Lenders who provide additional Loans (or in the case of an existing Lender, increases the principal amount of its Loan) and to be paid to Arranger in connection with such increase. The effective date If the Borrower agrees to pay the fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Loan Request Notice”) informing them of each the Borrower’s request for additional Loans and of the facility fees to be paid to Lenders with respect thereto. Each existing Lender who desires to increase the principal amount of its Loan upon such terms shall provide Agent with a written commitment letter specifying the amount of the increase which it is willing to provide prior to such deadline as may be specified in the Additional Loan Request Notice. If the requested increase is oversubscribed then the Borrower, the Agent and the Arranger shall allocate the Loan Increase among the Lenders who provide such commitment letters on such basis as they shall be agreed upon reasonably agree. If the additional Loans so provided are not sufficient to provide the full amount of the Loan Increase requested by the Borrower, then the Administrative Agent and Agent, Arranger or the Increasing Bank and/or Additional Bank, as applicableBorrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arranger and the Borrower) to become a Lender and provide additional Loans. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Loans to be provided by each Lender on the effective date of the Loan Increase specified therein (the “Increase Date”). In no later than sixty event shall any existing Lender be obligated to increase the principal amount of its Loan. (60b) days following the Effective Date. Upon the effectiveness of the Loan Increase pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 and the Borrower shall execute and deliver to the Agent new Notes for each new Lender and each existing Lender increasing the principal amount of its Loan. The Agent shall deliver such Notes to the respective Lenders, in the case of each existing Lender increasing the principal amount of its Loan in exchange for the Note replaced thereby which shall be promptly surrendered by such Lender to Borrower. Such new Notes shall, in the case of each existing Lender increasing the principal amount of its Loan provide that they are replacements for the surrendered Notes and that they do not constitute a novation, shall be dated as of the Increase Date and shall otherwise be in substantially the form set forth in Exhibit A. Simultaneously with the issuance of any new Notes pursuant to this §2.11(b), if required by the Agent, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Notes shall be canceled and promptly returned to the Borrower. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request. (c) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Lenders to provide a Loan Increase pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any Loan Increase: (i) The Borrower shall pay (A) to the Agent and Arranger those fees agreed to in writing with the Agent and Arranger with respect to the Loan Increase, each Additional Bank and (B) to the Arranger such facility fees as the Lenders who are providing additional Loans may require, which fees shall, when paid, be fully earned and non-refundable under any circumstances; and (ii) On the date any Increase Notice is given and on the date such increase becomes effective, if applicableboth immediately before and after giving effect to such increase, each Increasing Bankthere shall exist no Default or Event of Default; and (iii) shall advance funds The representations and warranties made by the Borrower and the Guarantors in the amount identified Loan Documents or otherwise made by or on behalf of the Borrower or the Guarantors in the applicable Loan Increase Request with respect to such Bank and any Additional Bank upon funding such amount shall become a Bank hereunder and its amount advanced shall constitute a Loan hereunder for all purposes hereof, accruing interest from connection therewith or after the date of funding. It thereof shall have been true and correct in all material respects when made and shall also be a condition to such effectiveness that no Euro-Dollar Loans be outstanding true and correct in all material respects on the date of such effectiveness. Increase Notice and after giving effect to such increase (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects); and (iv) The Borrower agrees and the Guarantors shall execute and deliver to pay any out-of-pocket expenses of Agent and the Administrative Lenders such additional documents, instruments, certifications and opinions as the Agent relating to any Loan Increase. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to agree to provide an additional amount and no Bank’s Loan shall be increased without its written consent thereto, and each Bank may, may reasonably require in its sole and absolute discretion, unconditionally including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants, representations and without cause, decline warranties set forth in the Loan Documents after giving effect to provide any the increase; and (v) The Borrower and the Guarantors shall satisfy such additional amountother conditions to such increase as Agent may require in its reasonable discretion.