Common use of Increase of Aggregate Commitment Clause in Contracts

Increase of Aggregate Commitment. (i) Upon notice to the Administrative Agent (who shall promptly notify the Lenders), the Borrowers may, from time to time, request increases in the Aggregate Commitment in an aggregate amount of up to $100,000,000; provided that any such increase shall not increase the maximum amount of Loans available to the Canadian Borrowers or the U.K. Borrowers and shall be in a minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period (not less than 10 days) within which each Lender is requested to respond to such request. Each Lender shall respond within such time period to the Administrative Agent whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrowers may also (i) request that one or more other Lenders, in their sole and absolute discretion, nonratably increase their Commitment, and/or (ii) invite additional lending institutions which otherwise qualify as assignees under Section 12.1 to become Lenders under the terms of this Agreement. In connection with the foregoing, each of the Lenders agrees to execute and deliver such amendments or other agreements as are reasonably required to give effect to the adjustment of such Lender’s Commitment or of the Aggregate Commitment. Any new Purchaser added as a Lender pursuant to the preceding sentence shall be required to have a Commitment of not less than $5,000,000. In connection with each increase in any Lender’s Commitment pursuant to this Section 2.1(b) and each addition of a new Lender, the Borrowers shall pay to the Administrative Agent, for its own account, a fee of $3,500 for processing such increase and addition.

Increase of Aggregate Commitment. (i) Upon notice to the Administrative Agent (who shall promptly notify the Lenders), the The Borrowers may, may from time to timetime request that the Aggregate Commitment be increased to an amount which does not exceed $500,000,000; provided, request increases however, that an increase in the Aggregate Commitment hereunder may only be made at a time when no Event of Default or Default shall have occurred and be continuing or would result therefrom. In the event of a requested increase in an aggregate amount the Aggregate Commitment, each of up the Banks shall be given the opportunity to $100,000,000; provided participate in the increased Aggregate Commitment (x) initially ratably in the proportion that any such increase shall not increase the maximum amount of Loans available its Commitment bears to the Canadian Borrowers or Aggregate Commitment and (y) to the U.K. Borrowers and extent that the requested increase in the Aggregate Commitment is not fulfilled pursuant to the preceding clause, in such additional amounts as any Bank, including any new Bank (which new Bank shall be in a minimum amount of $10,000,000 subject to the Agent's prior written approval), and integral multiples of $5,000,000 in excess thereof. At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) agree. No Bank shall specify the time period (not less than 10 days) within which each Lender is requested to respond to such request. Each Lender shall respond within such time period to the Administrative Agent whether or not it agrees have any obligation to increase its Commitment and, if so, whether pursuant to a request by an amount equal to or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrowers and each Lender hereunder. Voluntary reductions of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrowers may also (i) request that one or more other Lenders, in their sole and absolute discretion, nonratably increase their Commitment, and/or (ii) invite additional lending institutions which otherwise qualify as assignees Aggregate Commitment under Section 12.1 to become Lenders under 2.2 shall not be impacted by the terms of this Agreement. In connection with Section 2.10 and the foregoing, each of the Lenders agrees to execute and deliver such amendments or other agreements as are reasonably required to give effect to the adjustment of such Lender’s Commitment or of aggregate amount by which the Aggregate Commitment. Any new Purchaser added Commitment was reduced pursuant to Section 2.2 shall not be reinstated as a Lender pursuant to the preceding sentence shall be required to have a Commitment result of not less than $5,000,000. In connection with each any increase in any Lender’s Commitment pursuant to under this Section 2.1(b) and each addition of a new Lender, the Borrowers shall pay to the Administrative Agent, for its own account, a fee of $3,500 for processing such increase and addition2.10.

Increase of Aggregate Commitment. (i) Upon notice to the Administrative Agent (who shall promptly notify the Lenders), the Borrowers may, from time to time, request increases in the Aggregate Commitment in an aggregate amount of up to $100,000,000; provided that any such increase shall not increase the maximum amount of Loans available to the Canadian Borrowers or the U.K. Borrowers and shall be in a minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period (not less than 10 days) within which each Lender is requested to respond to such request. Each Lender shall respond within such time period to the Administrative Agent whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrowers may also (i) request that one or more other Lenders, in their sole and absolute discretion, nonratably increase their Commitment, and/or (ii) invite additional lending institutions which otherwise qualify as assignees under Section 12.1 to become Lenders under the terms of this Agreement. In connection with the foregoing, each of the Lenders agrees to execute and deliver such amendments or other agreements as are reasonably required to give effect to the adjustment of such Lender’s Commitment or of the Aggregate Commitment. Any new Purchaser added as a Lender pursuant to the preceding sentence shall be required to have a Commitment of not less than $5,000,000. In connection with each increase in any Lender’s Commitment pursuant to this Section 2.1(b) and each addition of a new Lender, the Borrowers shall pay to the Administrative Agent, for its own account, a fee of $3,500 for processing such increase and addition.the

Increase of Aggregate Commitment. (ia) Upon Provided there exists no Default and the Borrower shall not have previously terminated the Aggregate Commitment pursuant to Section 2.04, upon notice to the Administrative Agent (who which shall promptly notify the Lenders), the Borrowers may, Borrower may from time to time, request increases an increase in the Aggregate Commitment in by an aggregate amount of up to (for all such requests) not exceeding $100,000,000; provided that any such increase shall not increase the maximum amount of Loans available to the Canadian Borrowers or the U.K. Borrowers and shall be in a minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof25,000,000. At the time of sending such notice, the Borrowers Borrower (in consultation with the Administrative Agent) shall specify the time period (not less than 10 days) within which each Lender is requested to respond (which shall in no event be less than ten days from the date of delivery of such notice to such requestthe Lenders). Each Lender shall respond notify the Administrative Agent within such time period to the Administrative Agent whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrowers Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrowers Borrower may also (i) request that invite one or more other Lenders, in their sole and absolute discretion, nonratably increase their Commitment, and/or (ii) invite additional lending institutions which otherwise Persons who then qualify as assignees under Section 12.1 Eligible Assignees to become Lenders under the terms of this Agreement. In connection with the foregoing, each of the Lenders agrees to execute and deliver such amendments or other agreements as are reasonably required to give effect to the adjustment of such Lender’s Commitment or of the Aggregate Commitment. Any new Purchaser added as a Lender pursuant to the preceding sentence shall be required to have a Commitment of not less than $5,000,000. In connection with each increase joinder agreement in any Lender’s Commitment pursuant to this Section 2.1(b) form and each addition of a new Lender, the Borrowers shall pay substance reasonably satisfactory to the Administrative Agent, for Agent and its own account, a fee of $3,500 for processing such increase and additioncounsel.

Increase of Aggregate Commitment. (ia) Upon Provided there exists no Default and the Borrower shall not have previously terminated the Aggregate Commitment pursuant to Section 2.04, upon notice to the Administrative Agent (who which shall promptly notify the Lenders), the Borrowers may, Borrower may from time to time, request increases an increase in the Aggregate Commitment by an amount such that, after giving effect to an increase in an aggregate the amount of up to requested, the Aggregate Commitment would not exceed $100,000,000; provided that any such increase shall not increase the maximum amount of Loans available to the Canadian Borrowers or the U.K. Borrowers and shall be in a minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof500,000,000. At the time of sending such notice, the Borrowers Borrower (in consultation with the Administrative Agent) shall specify the time period (not less than 10 days) within which each Lender is requested to respond (which shall in no event be less than ten days from the date of delivery of such notice to such requestthe Lenders). Each Lender shall respond notify the Administrative Agent within such time period to the Administrative Agent whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrowers Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrowers Borrower may also (i) request that invite one or more other Lenders, in their sole and absolute discretion, nonratably increase their Commitment, and/or (ii) invite additional lending institutions which otherwise Persons who then qualify as assignees under Section 12.1 Eligible Assignees to become Lenders under the terms of this Agreement. In connection with the foregoing, each of the Lenders agrees to execute and deliver such amendments or other agreements as are reasonably required to give effect to the adjustment of such Lender’s Commitment or of the Aggregate Commitment. Any new Purchaser added as a Lender pursuant to the preceding sentence shall be required to have a Commitment of not less than $5,000,000. In connection with each increase joinder agreement in any Lender’s Commitment pursuant to this Section 2.1(b) form and each addition of a new Lender, the Borrowers shall pay substance reasonably satisfactory to the Administrative Agent, for Agent and its own account, a fee of $3,500 for processing such increase and additioncounsel.

Increase of Aggregate Commitment. (ia) Upon Provided there exists no Default and the Borrower shall not have previously terminated the Aggregate Commitment pursuant to Section 2.04, upon notice to the Administrative Agent (who which shall promptly notify the Lenders), the Borrowers may, Borrower may from time to time, request increases an increase in the Aggregate Commitment in by an aggregate amount of up to (for all such requests) not exceeding $100,000,000; provided that any such increase shall not increase the maximum amount of Loans available to the Canadian Borrowers or the U.K. Borrowers and shall be in a minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof50,000,000. At the time of sending such notice, the Borrowers Borrower (in consultation with the Administrative Agent) shall specify the time period (not less than 10 days) within which each Lender is requested to respond (which shall in no event be less than ten days from the date of delivery of such notice to such requestthe Lenders). Each Lender shall respond notify the Administrative Agent within such time period to the Administrative Agent whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrowers Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrowers Borrower may also (i) request that invite one or more other Lenders, in their sole and absolute discretion, nonratably increase their Commitment, and/or (ii) invite additional lending institutions which otherwise Persons who then qualify as assignees under Section 12.1 Eligible Assignees to become Lenders under the terms of this Agreement. In connection with the foregoing, each of the Lenders agrees to execute and deliver such amendments or other agreements as are reasonably required to give effect to the adjustment of such Lender’s Commitment or of the Aggregate Commitment. Any new Purchaser added as a Lender pursuant to the preceding sentence shall be required to have a Commitment of not less than $5,000,000. In connection with each increase joinder agreement in any Lender’s Commitment pursuant to this Section 2.1(b) form and each addition of a new Lender, the Borrowers shall pay substance reasonably satisfactory to the Administrative Agent, for Agent and its own account, a fee of $3,500 for processing such increase and additioncounsel.