Common use of Increase in U.S Clause in Contracts

Increase in U.S. Revolver Commitments. U.S. Borrowers may request an increase in 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 existing U.S. Revolver Commitments, except for a closing fee specified by U.S. Borrowers, (b) increases under this Section 2.1.8 do not exceed $25,000,000 in the aggregate and no more than five (5) increases are made, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) 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 Letters of Credit in amounts exceeding any expressed dollar cap in reliance upon the Borrowing Base), and (f) the Obligors deliver such resolutions, 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 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 6.2 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, Obligors, 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, the U.S. Revolver 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 Commitments.

Increase in U.S. Revolver Commitments. (a) Provided no Default or Event of Default exists, upon written notice to the Agent (which shall promptly notify the Lenders), the U.S. Borrowers may from time to time, request an increase in 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 Facility and is offered on the same terms as existing U.S. Revolver Commitments, except for a closing fee specified by U.S. Borrowers, (b) increases under this Section 2.1.8 do not exceed $25,000,000 in the aggregate and U.S. Commitments hereunder by an amount (for all such requests that are satisfied) not exceeding $150,000,000. Such notice shall specify the time period within which each U.S. Lender is requested to respond (which shall in no more event be less than five (5) increases are made, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) 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 Letters of Credit in amounts exceeding any expressed dollar cap in reliance upon the Borrowing Base), and (f) the Obligors deliver such resolutions, 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 ten (10) Business Days thereafter, each from the date of delivery of such notice to the Lenders). Each U.S. Lender shall notify the Agent if and to what extent within such U.S. Lender commits time period whether or not it agrees to increase its U.S. Revolver CommitmentCommitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any U.S. Lender not responding within such time period shall be deemed to have declined an to increase its U.S. Commitment. No U.S. Lender declining to increase its U.S. Commitment in connection with such a request shall be entitled to fees, if any, paid in connection with such U.S. Commitment increase. If The Agent shall notify the U.S. Lenders fail Borrowers and each Lender of the U.S. Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a 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 6.2 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, Obligors, 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, the U.S. Revolver Usage Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and other exposures under substance acceptable to the Agent and subject to a $5,000,000 minimum U.S. Commitment amount for each such Eligible Assignee. Any increase in the aggregate U.S. Commitments may require the agreement of the U.S. Revolver Commitments shall be reallocated among Borrowers to pay additional arrangement, upfront and/or Agent’s fees to the Agent or the U.S. Lenders, as applicable, and settled by Agent if necessarymay require a proportionate increase in all Liquidity and Availability thresholds hereunder, including, without limitation, the Availability threshold for the Applicable Margin and the Liquidity thresholds for reporting requirements, covenant limitations and cash dominion triggers under the Collection Account Control Agreement. (b) If the aggregate U.S. Commitments are increased in accordance with this Section, the Agent and the U.S. Lenders’ adjusted shares Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Agent shall promptly notify the U.S. Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the U.S. Borrowers shall deliver to the Agent a certificate of each Credit Party dated as of the Increase Effective Date (in sufficient copies for each U.S. Lender) signed by a Responsible Officer of such Credit Party (i) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, and (ii) in the case of the U.S. Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties made to the Agent, the Letter of Credit Issuers or the Lenders by any Credit Party contained in Article 6 and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 1.5, the representations and warranties contained in subsection (a) of Section 6.6 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), of Section 5.2, and (B) no Default or Event of Default exists. On the Increase Effective Date, Schedule 1.1 shall be deemed to be deleted in its entirety and replaced with a new Schedule 1.1 reflecting the increased Commitments. The respective U.S. Lenders shall fund and/or be pre-paid, as applicable, any Revolving Loans outstanding on the Increase Effective Date (and the U.S. Borrowers shall pay any additional amounts required pursuant to Section 4.4) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Pro Rata Shares arising from any non-ratable increase in the U.S. Commitments under this Section. (c) This Section shall supersede any provisions in Sections 11.1 or Section 12.11(b) to the contrary.

Increase in U.S. Revolver Commitments. U.S. Borrowers may request Revolving Credit Commitments The Borrower may, at any time after the Closing Date by notice to the Administrative Agent and with the reasonable consent of the L/C Issuers, propose an increase in the total U.S. Revolver Revolving Credit Commitments from time (each such proposed increase being a “U.S. Revolving Credit Commitment Increase”) either by having a U.S. Revolving Credit Lender increase its U.S. Revolving Credit Commitment then in effect (each an “U.S. Revolving Increasing Lender”) or by having a Person which is not then a U.S. Revolving Credit Lender and meeting such requirements set forth in Section 11.2(b) become a party hereto as a U.S. Revolving Credit Lender with a new U.S. Revolving Credit Commitment (each an “U.S. Revolving Assuming Lender”); provided that upon giving effect to time upon notice to Agentsuch establishment, as long as (a) the requested increase is in a minimum aggregate amount of $10,000,000 and is offered on the same terms as existing U.S. Revolver Commitments, except for a closing fee specified by U.S. Borrowers, (b) increases under this Section 2.1.8 do Revolving Credit Commitment Increases shall not exceed $25,000,000 15,000,000 minus the aggregate amount of increases in the aggregate and no more than five (5) increases are made, (c) no reduction in Commitments commitments of the lenders theretofore or concurrently effected pursuant to Section 2.1.4 has occurred 2.19 of the International Credit Agreement. Such notice shall specify (A) the name of each U.S. Revolving Increasing Lender or U.S. Revolving Assuming Lender, as applicable, (B) the amount of the Commitment Increase and the portion thereof being committed to by each such U.S. Revolving Increasing Lender or U.S. Revolving Assuming Lender and (C) the date on which such U.S. Revolving Credit Commitment Increase is to be effective (a “U.S. Revolving Credit Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the requested increase, (d) U.S. Revolving Credit Termination Date). The Administrative Agent shall notify Lenders promptly upon receipt of the requested increase does not cause Borrower’s notice of each U.S. Revolving Credit Commitment Increase Date and the Commitments to exceed 90% U.S. Revolving Credit Commitment Increases in respect thereof. Such U.S. Revolving Credit Commitment Increase shall become effective as 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 Letters of such U.S. Revolving Credit in amounts exceeding any expressed dollar cap in reliance Commitment Increase Date upon the Borrowing Base), satisfaction in form and (f) the Obligors deliver such resolutions, 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 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 substance reasonably satisfactory to the full requested increase, other Lenders or Eligible Assignees may issue additional U.S. Revolver Commitments and become U.S. Lenders hereunder. Administrative 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 of the conditions set forth in Section 6.2 2.19(c). On each U.S. Revolving Credit Commitment Increase Date, if there are satisfiedU.S. Revolving Loans then outstanding, total the Borrower shall (notwithstanding the provisions of Section 11.9 requiring that Borrowings and prepayments be made ratably in accordance with the principal amounts of the U.S. Revolver Revolving Loans and U.S. Revolving Credit Commitments shall be increased held by the requested amount (or such lesser amount committed by U.S. Revolving Credit Lenders, other ) borrow from the U.S. Revolving Increasing 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, ObligorsRevolving Assuming Lenders (if any), and new such lenders shall make, U.S. Revolving Loans to the Borrower (in the case of LIBOR Rate Loans, with Interest Periods ending on the dates of any then-outstanding Interest Periods) and existing the Borrower shall prepay U.S. Revolving Loans held by the other U.S. Revolving Credit Lenders shall execute in such amounts as may be necessary, so that after giving effect to such U.S. Revolving Loans 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 increaseprepayments, the U.S. Revolver Usage Revolving Loans (and other exposures under Interest Periods of LIBOR Rate Loans) shall be held by the U.S. Revolver Commitments shall be reallocated among U.S. Lenders, and settled by Agent if necessary, Revolving Credit Lenders pro rata in accordance with the respective amounts of their U.S. Revolving Credit Commitments (as so increased). In addition, the U.S. Revolving Credit Lenders shall be deemed to have sold, and such U.S. Revolving Increasing Lenders’ adjusted shares , U.S. Revolving Assuming Lenders (if any) and U.S. Revolving Credit Lenders, as applicable, shall be deemed to have purchased, Letter of such CommitmentsCredit participation interests from the other U.S. Revolving Credit Lenders so that the participations in Letters of Credit and L/C Obligations are held by the U.S. Revolving Credit Lenders in accordance with their respective Pro Rata Shares of the U.S. Revolving Credit Commitment after giving effect to the U.S. Revolving Credit Commitment Increase.

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 a closing fee specified fees mutually agreed upon by U.S. BorrowersBorrowers and Agent, (b) increases under this Section 2.1.8 do not exceed $25,000,000 285,000,000 in the aggregate and no more than five (5) 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 requested time of such 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 Letters of Credit in amounts exceeding any expressed dollar cap in reliance upon the Borrowing Base), and (f) the Obligors deliver such resolutions, acknowledgements, and reaffirmations as are requested by the Agent in connection with such increaseresult therefrom. Agent shall promptly notify U.S. Lenders of the requested increase and, within ten (10) 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 6.2 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, ObligorsBorrowers, 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, the all outstanding U.S. Revolver Usage 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 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 a closing fee specified fees mutually agreed upon by U.S. BorrowersBorrowers and Agent, (b) increases under this Section 2.1.8 do not exceed $25,000,000 150,000,000 in the aggregate and no more than five (5) 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 requested time of such 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 Letters of Credit in amounts exceeding any expressed dollar cap in reliance upon the Borrowing Base), and (f) the Obligors deliver such resolutions, acknowledgements, and reaffirmations as are requested by the Agent in connection with such increaseresult therefrom. Agent shall promptly notify U.S. Lenders of the requested increase and, within ten (10) 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 6.2 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, 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, ObligorsBorrowers, 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, the all outstanding U.S. Revolver Usage 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.