Common use of Increase of the Commitment Clause in Contracts

Increase of the Commitment. (i) So long as no Default or Event of Default has occurred and is continuing, ODEC may request the right to increase the Commitment (any such increase, a “Commitment Increase”), in an aggregate amount of up to $150,000,000 for all such Commitment Increases (the “Commitment Increase Cap”), during the term of this Agreement by delivering a Notice of Requested Commitment Increase to the Administrative Agent substantially in the form of Exhibit J (a “Notice of Requested Commitment Increase”). Each Notice of Requested Commitment Increase shall specify: (1) the amount of the proposed Commitment Increase and (2) the requested date of the proposed Commitment Increase (which shall be at least thirty (30) days from the date of delivery of the Notice of Requested Commitment Increase). Each Notice of Requested Commitment Increase shall be binding on ODEC. If the Administrative Agent approves a proposed Commitment Increase, the Administrative Agent shall deliver a copy of the Notice of Requested Commitment Increase relating thereto to each Lender. Each Lender shall have the right for a period of fifteen (15) days following receipt of such Notice of Requested Commitment Increase, to elect by written notice to ODEC and the Administrative Agent to increase its Commitment by a principal amount equal to its Applicable Percentage of the amount of the Commitment Increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. No Lender (or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Commitment may be made in its sole discretion independently from any other Lender. (ii) If any Lender shall not elect to increase its Commitment pursuant to clause (i) above, ODEC may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Commitment and in the case of any other such Person (an “Additional Lender”), become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitment of the existing Lenders plus the Commitment of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Commitment Increase. (iii) Notwithstanding the foregoing, (A) each Commitment Increase shall be in minimum increments of $25,000,000; (B) the proposed Commitment Increase shall have been consented to in writing by the Administrative Agent, each Lender (if any) who is increasing its Commitment and each Additional Lender; (C) the pricing and other terms applicable to the Commitment Increase shall be the same as those applicable to the existing Commitments; and (D) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap. Upon the effective date of any Commitment Increase, ODEC shall deliver to the Administrative Agent a certificate of the chief financial officer of ODEC certifying that (i) no Default or Event of Default then exists or would be caused thereby; (ii) at the time of and after giving effect to any such Commitment Increase, all of the representations and warranties set forth in Article III are true and correct in all material respects (except to the extent that such representation or warranty is qualified by materiality); and (iii) that the conditions set forth in clause (C) and (D) are satisfied. No Commitment Increase shall be effective until the Administrative Agent shall have received amendments to this Agreement and the other Loan Documents, commitments of Lenders or Additional Lenders in an aggregate amount equal to such Commitment Increase, agreements for each Lender or Additional Lender committing to such Commitment Increase (each a “Lender Agreement”), any upfront fees to be paid to the Lenders committing to such Commitment Increase, and such opinion letters, Notes and such other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of such Commitment Increase.

Increase of the Commitment. (i) So long as no Default or Event of Default has occurred and is continuing, ODEC may request the right to increase the Commitment (any such increase, a “Commitment Increase”), in an aggregate amount of up to $150,000,000 for all such Commitment Increases (the “Commitment Increase Cap”), during the term of this Agreement by delivering a Notice of Requested Commitment Increase to the Administrative Agent substantially in the form of Exhibit J hereto (a “Notice of Requested Commitment Increase”). Each Notice of Requested Commitment Increase shall specify: (1) the amount of the proposed Commitment Increase and (2) the requested date of the proposed Commitment Increase (which shall be at least thirty (30) days from the date of delivery of the Notice of Requested Commitment Increase). Each Notice of Requested Commitment Increase shall be binding on ODEC. If the Administrative Agent approves a proposed Commitment Increase, the Administrative Agent shall deliver a copy of the Notice of Requested Commitment Increase relating thereto to each Lender. Each Lender shall have the right for a period of fifteen (15) days following receipt of such Notice of Requested Commitment Increase, to elect by written notice to ODEC and the Administrative Agent to increase its Commitment by a principal amount equal to its Applicable Percentage of the amount of the Commitment Increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. No Lender (or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Commitment may be made in its sole discretion independently from any other Lender. (ii) If any Lender shall not elect to increase its Commitment pursuant to clause (i) above, ODEC may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Commitment and in the case of any other such Person (an “Additional Lender”), become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Administrative AgentAgent and each Issuing Lender, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitment of the existing Lenders plus the Commitment of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Commitment Increase. (iii) Notwithstanding the foregoing, (A) each Commitment Increase shall be in minimum increments of $25,000,000; (B) the proposed Commitment Increase shall have been consented to in writing by the Administrative Agent, each Lender (if any) who is increasing its Commitment and each Additional Lender; (C) the pricing and other terms applicable to the Commitment Increase shall be the same as those applicable to the existing Commitments; and (D) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap. Upon the effective date of any Commitment Increase, ODEC shall deliver to the Administrative Agent a certificate of the chief financial officer of ODEC certifying that (i) no Default or Event of Default then exists or would be caused thereby; (ii) at the time of and after giving effect to any such Commitment Increase, all of the representations and warranties set forth in Article III are true and correct in all material respects (except to the extent that or if any such representation or warranty is qualified by materiality, true and correct in all respects), except to the extent that any such representation or warranty relates to a specified date, in which case any such representation or warranty shall be true and correct in all material respects as of such specified date (or if any such representation or warranty relates to a specified date and is qualified by materiality, true in correct in all respects as of such specified date); and (iii) that the conditions set forth in clause (C) and (D) are satisfied. No Commitment Increase shall be effective until the Administrative Agent shall have received amendments to this Agreement and the other Loan Documents, commitments of Lenders or Additional Lenders in an aggregate amount equal to such Commitment Increase, agreements for each Lender or Additional Lender committing to such Commitment Increase (each a “Lender Agreement”), any upfront fees to be paid to the Lenders committing to such Commitment Increase, and such opinion letters, Notes and such other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of such Commitment Increase.

Increase of the Commitment. (i) So long as no Default or Event of Default has occurred and is continuing, ODEC may request the right to increase the Commitment (any such increase, a “Commitment Increase”), in an aggregate amount of up to $150,000,000 for all such Commitment Increases (the “Commitment Increase Cap”), during the term of this Agreement by delivering a Notice of Requested Commitment Increase to the Administrative Agent substantially in the form of Exhibit J (a “Notice of Requested Commitment Increase”). Each Notice of Requested Commitment Increase shall specify: (1) the amount of the proposed Commitment Increase and (2) the requested date of the proposed Commitment Increase (which shall be at least thirty (30) days from the date of delivery of the Notice of Requested Commitment Increase). Each Notice of Requested Commitment Increase shall be binding on ODEC. If the Administrative Agent approves a proposed Commitment Increase, the Administrative Agent shall deliver a copy of the Notice of Requested Commitment Increase relating thereto to each Lender. Each Lender shall have the right for a period of fifteen (15) days following receipt of such Notice of Requested Commitment Increase, to elect by written notice to ODEC and the Administrative Agent to increase its Commitment by a principal amount equal to its Applicable Percentage of the amount of the Commitment Increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. No Lender (or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Commitment may be made in its sole discretion independently from any other Lender. (ii) If any Lender shall not elect to increase its Commitment pursuant to clause (i) above, ODEC may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Commitment and in the case of any other such Person (an “Additional Lender”), become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Administrative AgentAgent and each Issuing Lender, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitment of the existing Lenders plus the Commitment of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Commitment Increase. (iii) Notwithstanding the foregoing, (A) each Commitment Increase shall be in minimum increments of $25,000,000; (B) the proposed Commitment Increase shall have been consented to in writing by the Administrative Agent, each Lender (if any) who is increasing its Commitment and each Additional Lender; (C) the pricing and other terms applicable to the Commitment Increase shall be the same as those applicable to the existing Commitments; and (D) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap. Upon the effective date of any Commitment Increase, ODEC shall deliver to the Administrative Agent a certificate of the chief financial officer of ODEC certifying that (i) no Default or Event of Default then exists or would be caused thereby; (ii) at the time of and after giving effect to any such Commitment Increase, all of the representations and warranties set forth in Article III are true and correct in all material respects (except to the extent that or if any such representation or warranty is qualified by materiality, true and correct in all respects), except to the extent that any such representation or warranty relates to a specified date, in which case any such representation or warranty shall be true and correct in all material respects as of such specified date (or if any such representation or warranty relates to a specified date and is qualified by materiality, true in correct in all respects as of such specified date); and (iii) that the conditions set forth in clause (C) and (D) are satisfied. No Commitment Increase shall be effective until the Administrative Agent shall have received amendments to this Agreement and the other Loan Documents, commitments of Lenders or Additional Lenders in an aggregate amount equal to 59 such Commitment Increase, agreements for each Lender or Additional Lender committing to such Commitment Increase (each a “Lender Agreement”), any upfront fees to be paid to the Lenders committing to such Commitment Increase, and such opinion letters, Notes and such other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of such Commitment Increase.

Increase of the Commitment. (i) So long as no Default or Event of Default has occurred and is continuing, ODEC the Borrower may request the right to increase the Commitment (any such increase, a “Commitment Increase”), in an aggregate amount of up to $150,000,000 100,000,000 for all such Commitment Increases (the “Commitment Increase Cap”), during the term of this Agreement by delivering a Notice of Requested Commitment Increase to the Administrative Agent substantially in the form of Exhibit J G (a “Notice of Requested Commitment Increase”), together with evidence satisfactory to the Administrative Agent of the Borrower’s corporate authority for such Commitment Increase. Each Notice of Requested Commitment Increase shall specify: (1) the amount of the proposed Commitment Increase and (2) the requested date of the proposed Commitment Increase (which shall be at least thirty (30) days from the date of delivery of the Notice of Requested Commitment Increase). Each Notice of Requested Commitment Increase shall be binding on ODECthe Borrower. If the Administrative Agent approves a proposed Commitment Increase, the Administrative Agent shall deliver a copy of the Notice of Requested Commitment Increase relating thereto to each Lender. Each Lender shall have the right for a period of fifteen (15) days following receipt of such Notice of Requested Commitment Increase, to elect by written notice to ODEC the Borrower and the Administrative Agent to increase its Commitment by a principal amount equal to its Applicable Percentage of the amount of the Commitment Increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. No Lender (or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Commitment may be made in its sole discretion independently from any other Lender. (ii) If any Lender shall not elect to increase its Commitment pursuant to clause (i) above, ODEC the Borrower may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Commitment and in the case of any other such Person (an “Additional Lender”), become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Administrative AgentAgent and the Issuing Lender, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitment of the existing Lenders plus the Commitment of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Commitment Increase. (iii) Notwithstanding the foregoing, (A) each Commitment Increase shall be in minimum increments of $25,000,000; (B) the proposed Commitment Increase shall have been consented to in writing by the Administrative Agent, each Lender (if any) who is increasing its Commitment and each Additional Lender; (CB) the pricing and other terms applicable to the Commitment Increase shall be the same as those applicable to the existing Commitments; and (DC) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap. Upon the effective date of any Commitment Increase, ODEC shall deliver to the Administrative Agent a certificate of the chief financial officer of ODEC certifying that (i) no Default or Event of Default then exists or would be caused thereby; (ii) at the time of and after giving effect to any such Commitment Increase, all of the representations and warranties set forth in Article III are true and correct in all material respects (except to the extent that such representation or warranty is qualified by materiality); and (iii) that the conditions set forth in clause (C) and (D) are satisfied. No Commitment Increase shall be effective until the Administrative Agent shall have received (i) the resolutions of the Borrower authorizing such Commitment Increase and all Governmental Approvals (if any) required in connection with such Commitment Increase, certified as being in effect as of the 56 effective date of such additional Commitments, (ii) amendments to this Agreement and the other Loan Documents, commitments of Lenders or Additional Lenders in an aggregate amount equal to such Commitment Increase, Increase and agreements for each Lender or Additional Lender committing to such Commitment Increase (each a “Lender Agreement”), (iii) a certificate of the chief financial officer of the Borrower certifying that no Default or Event of Default then exists or would be caused thereby, that the conditions set forth in clauses (B) and (C) of this Section 2.20(a)(iii) and all conditions precedent to a Credit Extension under Section 4.02 have been satisfied on and as of such effective date, (iv) any upfront fees to be paid to the Lenders committing to such Commitment Increase, and (v) such opinion letters, Notes and such other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of such Commitment Increase.