Common use of Increase in U Clause in Contracts

Increase in U. S. Revolver Commitments. Borrowers may request an increase in the aggregate U.S. Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as the existing U.S. Revolver Commitments, except for fees mutually agreed upon by Borrowers and Agent, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than 3 increases are made, (c) no reduction in Revolver Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (d) no Default or Event of Default shall have occurred and be continuing at the time of such increase or result therefrom. Agent shall promptly notify U.S. Lenders of the requested increase and, within 10 Business Days thereafter, each U.S. Lender shall notify Agent if and to what extent such Lender commits to increase its U.S. Revolver Commitment. Any U.S. Lender not responding within such period shall be deemed to have declined an increase. If U.S. Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional U.S. Revolver Commitments and become U.S. Lenders hereunder. Agent may allocate, in its discretion, the increased U.S. Revolver Commitments among committing U.S. Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.3 are satisfied, total U.S. Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by U.S. Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, all outstanding U.S. Revolver Loans, U.S. LC Obligations and other exposures under the U.S. Revolver Commitments shall be reallocated among U.S. Lenders, and settled by Agent if necessary, in accordance with U.S. Lenders’ adjusted shares of such U.S. Revolver Commitments.

Increase in U. S. Revolver Revolving Credit Commitments. Borrowers may request The U.S. Borrower may, at any time by notice to the General Administrative Agent, propose an increase in the aggregate U.S. Revolver Revolving Credit Commitments from time to time upon notice to (each such proposed increase being a "Commitment Increase") either by having a U.S. Revolving Lender increase its U.S. Revolving Credit Commitment then in effect (each an "Increasing Lender") or by adding as a U.S. Revolving Lender with a new U.S. Revolving Credit Commitment which is not then a U.S. Revolving Lender hereunder (each an "Assuming Lender") (with, in the case of any Commitment Increase provided by an Assuming Lender, the approval of the General Administrative Agent, each Issuing Lender and the Swing Line Dollar Lender, which consent shall not be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as long as applicable, the amount of the Commitment Increase and 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 Business Day at least three Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date); provided, that: (a) the requested increase is in a minimum amount of the increase of the U.S. Revolving Credit Commitment of any Increasing Lender, and the minimum amount of the U.S. Revolving Credit Commitment of any Assuming Lender, as part of any Commitment Increase shall be $10,000,000 and is offered on the same terms as the existing U.S. Revolver Commitments, except for fees mutually agreed upon by Borrowers and Agent, or a larger multiple of $10,000,000; (b) increases under this Section do immediately after giving effect to any Commitment Increase, the Aggregate U.S. Revolving Credit Commitments hereunder shall not exceed $150,000,000 in the aggregate and no more than 3 increases are made, 2,500,000,000; (c) no reduction in Revolver Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (d) no Default or Event of Default shall have occurred and be continuing at on the time relevant Commitment Increase Date or shall result from any Commitment Increase; (d) the General Administrative Agent shall have received (i) a copy of the resolutions, in form and substance satisfactory to the General Administrative Agent, of the Board of Directors or the Executive Committee of the Board of Directors of the U.S. Borrower authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the U.S. Borrower and (ii) from any Assuming Lender, any administrative information reasonably requested from the General Administrative Agent; (e) the representations and warranties contained in Article X (other than Section 10.2), and in each of the other Loan Documents, are complete and correct in all material respects, as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (f) immediately after giving effect to any Commitment Increase, no U.S. Revolving Lender's U.S. Revolving Credit Commitment shall exceed 25% of the Aggregate U.S. Revolving Credit Commitments. Each Commitment Increase (and the increase of the U.S. Revolving Credit Commitment of each Increasing Lender and/or the new U.S. Revolving Credit Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the General Administrative Agent, on or result therefromprior 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 U.S. Borrower stating that the conditions with respect to such Commitment Increase under this subsection 2.6 have been satisfied and (B) an agreement, in form and substance reasonably satisfactory to the U.S. Borrower and the General Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, the U.S. Revolving Credit Commitment of each such Increasing Lender shall be increased and/or each such Assuming Lender shall undertake a U.S. Revolving Credit Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by each Person for whom consent is required. Upon the General 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 General Administrative Agent shall promptly notify U.S. Lenders record the information contained in each such agreement in the Register and give prompt notice of the requested increase andrelevant Commitment Increase to the Borrowers and the Lenders (including, within 10 Business Days thereafterif applicable, each Assuming Lender). On each Commitment Increase Date, in the event U.S. Revolving Credit Loans or Swing Line Dollar Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall notify make available to the General Administrative Agent if such amounts in immediately available funds as such General Administrative Agent shall determine, for the benefit of the other relevant U.S. Revolving Lenders, as being required in order to cause, after giving effect to such increase and the application of such amounts to what extent make payments to such Lender commits other relevant U.S. Revolving Lenders, the U.S. Revolving Credit Loans (and risk participations in outstanding Swing Line Dollar Loans) to increase its be held ratably by all U.S. Revolver Commitment. Any Revolving Lenders in accordance with their respective U.S. Lender not responding within such period Revolving Credit Commitments, (ii) the U.S. Borrower shall be deemed to have declined an increase. If U.S. Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional U.S. Revolver Commitments prepaid and become U.S. Lenders hereunder. Agent may allocate, in its discretion, the increased U.S. Revolver Commitments among committing U.S. Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.3 are satisfied, total U.S. Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by U.S. Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, reborrowed all outstanding U.S. Revolver Revolving Credit Loans and Swing Line Dollar Loans as of such Commitment Increase Date (with such borrowing to consist of the Loans, U.S. LC Obligations and other exposures under with related Interest Periods if applicable, specified in a notice delivered by the U.S. Revolver Commitments shall be reallocated among U.S. Lenders, and settled by Agent if necessary, Borrower in accordance with the requirements of subsection 2.3 (with respect to U.S. Lenders’ adjusted shares Revolving Credit Loans) or subsection 3.1 (with respect to Swing Line Dollar Loans)) and (iii) the U.S. Borrower shall pay to the relevant U.S. Revolving Lenders the amounts, if any, payable under subsection 9.11 as a result of such U.S. Revolver Commitmentsprepayment.

Increase in U. S. Revolver Commitments. Borrowers may request an increase in the aggregate U.S. Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as the existing U.S. Revolver Commitments, except for fees mutually agreed upon by Borrowers and Agent, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than 3 increases are made, (c) no reduction in Revolver Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (d) no Default or Event of Default shall have occurred and be continuing at the time of such increase or result therefrom, and (e) Borrowers shall certify in writing to Agent that Borrowers are not in default under the Term Loan Facility Agreement after giving effect to the requested increase. Agent shall promptly notify U.S. Lenders of the requested increase and, within 10 Business Days thereafter, each U.S. Lender shall notify Agent if and to what extent such Lender commits to increase its U.S. Revolver Commitment. No such increases shall be consummated unless each U.S. Lender agrees to increase its U.S. Revolver Commitment on a Pro Rata basis. Any U.S. Lender not responding within such period shall be deemed to have declined an increase. If U.S. Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional U.S. Revolver Commitments and become U.S. Lenders hereunder. Agent may allocate, in its discretion, the increased U.S. Revolver Commitments among committing U.S. Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.3 6.2 are satisfied, total U.S. Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by U.S. Lenders and Eligible Assigneeson a Pro Rata basis) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing U.S. Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence and effectuate the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, all outstanding U.S. Revolver Loans, U.S. LC Obligations and other exposures under the U.S. Revolver Commitments (which shall be reallocated on a Pro Rata basis among U.S. Lenders, and settled by Agent if necessary, in accordance with U.S. Lenders’ adjusted shares of such U.S. Revolver Commitments).

Increase in U. S. Revolver Revolving Credit Commitments. Borrowers may request The U.S. Borrower may, at any time by notice to the General Administrative Agent, propose an increase in the aggregate U.S. Revolver Revolving Credit Commitments from time to time upon notice to (each such proposed increase being a "Commitment Increase") either by having a U.S. Lender increase its U.S. Revolving Credit Commitment then in effect (each an "Increasing Lender") or by adding as a U.S. Lender with a new U.S. Revolving Credit Commitment which is not then a U.S. Lender hereunder (each an "Assuming Lender") (with, in the case of any Commitment Increase provided by an Assuming Lender, the approval of the General Administrative Agent, each Issuing Lender and the Swing Line Dollar Lender, which consent shall not be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as long as applicable, the amount of the Commitment Increase and 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 Business Day at least three Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date); provided, that: (a) the requested increase is in a minimum amount of the increase of the U.S. Revolving Credit Commitment of any Increasing Lender, and the minimum amount of the U.S. Revolving Credit Commitment of any Assuming Lender, as part of any Commitment Increase shall be $10,000,000 and is offered on the same terms as the existing U.S. Revolver Commitments, except for fees mutually agreed upon by Borrowers and Agent, or a larger multiple of $10,000,000; (b) increases under this Section do immediately after giving effect to any Commitment Increase, the Aggregate U.S. Revolving Credit Commitments hereunder shall not exceed $150,000,000 in the aggregate and no more than 3 increases are made, 2,500,000,000; (c) no reduction in Revolver Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (d) no Default or Event of Default shall have occurred and be continuing at on the time relevant Commitment Increase Date or shall result from any Commitment Increase; (d) the General Administrative Agent shall have received (i) a copy of the resolutions, in form and substance satisfactory to the General Administrative Agent, of the Board of Directors or the Executive Committee of the Board of Directors of the U.S. Borrower authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the U.S. Borrower and (ii) from any Assuming Lender, any administrative information reasonably requested from the General Administrative Agent; (e) the representations and warranties contained in Article X (other than Section 10.2), and in each of the other Loan Documents, are complete and correct in all material respects, as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (f) immediately after giving effect to any Commitment Increase, no U.S. Lender's U.S. Revolving Credit Commitment shall exceed 25% of the Aggregate U.S. Revolving Credit Commitments. Each Commitment Increase (and the increase of the U.S. Revolving Credit Commitment of each Increasing Lender and/or the new U.S. Revolving Credit Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the General Administrative Agent, on or result therefromprior 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 U.S. Borrower stating that the conditions with respect to such Commitment Increase under this subsection 2.6 have been satisfied and (B) an agreement, in form and substance reasonably satisfactory to the U.S. Borrower and the General Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, the U.S. Revolving Credit Commitment of each such Increasing Lender shall be increased and/or each such Assuming Lender shall undertake a U.S. Revolving Credit Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by each Person for whom consent is required. Upon the General 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 General Administrative Agent shall promptly notify record the information contained in each such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Borrowers and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, in the event U.S. Revolving Credit Loans or Swing Line Dollar Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the General Administrative Agent such amounts in immediately available funds as such General Administrative Agent shall determine, for the benefit of the other relevant U.S. Lenders, as being required in order to cause, after giving effect to such increase and the application of such amounts to make payments to such other relevant U.S. Lenders, the U.S. Revolving Credit Loans (and risk participations in outstanding Swing Line Dollar Loans) to be held ratably by all U.S. Lenders of in accordance with their respective U.S. Revolving Credit Commitments, (ii) the requested increase and, within 10 Business Days thereafter, each U.S. Lender shall notify Agent if and to what extent such Lender commits to increase its U.S. Revolver Commitment. Any U.S. Lender not responding within such period Borrower shall be deemed to have declined an increase. If U.S. Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional U.S. Revolver Commitments prepaid and become U.S. Lenders hereunder. Agent may allocate, in its discretion, the increased U.S. Revolver Commitments among committing U.S. Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.3 are satisfied, total U.S. Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by U.S. Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, reborrowed all outstanding U.S. Revolver Revolving Credit Loans and Swing Line Dollar Loans as of such Commitment Increase Date (with such borrowing to consist of the Loans, U.S. LC Obligations and other exposures under with related Interest Periods if applicable, specified in a notice delivered by the U.S. Revolver Commitments shall be reallocated among U.S. Lenders, and settled by Agent if necessary, Borrower in accordance with the requirements of subsection 2.3 (with respect to U.S. Lenders’ adjusted shares Revolving Credit Loans) or subsection 3.1 (with respect to Swing Line Dollar Loans)) and (iii) the U.S. Borrower shall pay to the relevant U.S. Lenders the amounts, if any, payable under subsection 9.11 as a result of such U.S. Revolver Commitmentsprepayment.

Increase in U. S. Revolver Commitments. U.S. Borrowers may request an increase in the aggregate U.S. Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as the existing U.S. Revolver Commitments, except for fees mutually agreed upon a closing fee specified by Borrowers and AgentU.S. Borrowers, (b) increases under this Section 2.1.8 do not exceed $150,000,000 25,000,000 in the aggregate and no more than 3 five (5) increases are made, (c) no reduction in Revolver Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (d) no Default the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement, (e) the requested increase does not cause the Commitments to exceed 90% of any applicable cap contained in the Term Loan Documents (excluding the effect of any provision permitting Revolver Loans or Event Letters of Default shall have occurred Credit in amounts exceeding any expressed dollar cap in reliance upon the Borrowing Base), and be continuing at (f) the time of Obligors deliver such increase or result therefromresolutions, acknowledgements, and reaffirmations as are requested by the Agent in connection with such increase. Agent shall promptly notify U.S. Lenders of the requested increase and, within 10 ten (10) Business Days thereafter, each U.S. Lender shall notify Agent if and to what extent such U.S. Lender commits to increase its U.S. Revolver Commitment. Any U.S. Lender not responding within such period shall be deemed to have declined an increase. If U.S. Lenders fail to commit to the full requested increase, other Lenders or Eligible Assignees may issue additional U.S. Revolver Commitments and become U.S. Lenders hereunder. Agent may allocate, in its discretion, the increased U.S. Revolver Commitments among committing U.S. Lenders and, if necessary, other Lenders and Eligible Assignees. Provided the conditions set forth in Section 6.3 6.2 are satisfied, total U.S. Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by U.S. Lenders, other Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following U.S. Borrowers’ increase request. Agent, BorrowersObligors, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, all outstanding the U.S. Revolver Loans, U.S. LC Obligations Usage and other exposures under the U.S. Revolver Commitments shall be reallocated among U.S. Lenders, and settled by Agent if necessary, in accordance with U.S. Lenders’ adjusted shares of such U.S. Revolver Commitments.”