Common use of Increase of the Facility Clause in Contracts

Increase of the Facility. (a) At any time following the execution of this Agreement but no later than the 180th day preceding the Facility Maturity Date and so long as the amount of the Facility has not been voluntarily reduced by Cascades (but solely pursuant to Section 7.5), Cascades may, by notice to the Administrative Agent, request an increase up to $250,000,000 in the amount of the Facility (an “increase”). The notice must specify: (i) the amount of the proposed increase, which must be a multiple of $10,000,000, provided that the aggregate amount of all increases made pursuant to this Section 2.13 may not exceed $250,000,000; and (ii) the allocation of the proposed increase among the Tranches. (b) Upon receipt of such notice, the Administrative Agent will offer to the Lenders to participate in the increase pro rata to their Commitments. If some but not all of the Lenders accept the offer, then the Administrative Agent will offer to the Lenders who have then accepted a portion of the increase to participate in the remaining unaccepted portion of the increase pro rata to the Commitments of such Lenders. If after such offers, any portion of the increase remains unaccepted, then Cascades will have the right to offer such portion to Persons who are not Lenders, provided that any offer to any such Person would qualify as an assignment of Commitment hereunder, as if such offer were an assignment. (c) If offers made pursuant to Section 2.13(b) have been accepted, the Administrative Agent, the Borrowers and the Lenders and other Persons who have accepted such offers will execute an amendment to this Agreement: (i) providing that each Person who has accepted to participate in the increase will have a Commitment equal to the amount of its participation in the increase (or an additional Commitment equal to such amount in the case of a Person who is already a Lender); and (ii) containing such other provisions as may be necessary to give effect to the increase including as to the absence of a Default and the delivery of legal opinions. (d) For greater certainty, (i) nothing in this Section is intended to commit any Lender to participate or the Administrative Agent to arrange for a participation in an increase, and (ii) the aggregate amount of all increases made pursuant to this Section 2.13 may not exceed $250,000,000. Notwithstanding any other provision of this Agreement, an amendment agreement giving effect to an increase under this Section 2.13 will not require the consent of Lenders other than those participating in the increase and the Agents, any Swingline Lender and any Issuing Lender.

Increase of the Facility. (a) At any time following the execution of this Agreement but no later than the 180th day preceding the Facility Maturity Date and so long as the amount of the Facility has not been voluntarily reduced by Cascades (but solely pursuant to Section 7.5)7.5 solely, Cascades may, by notice to the Administrative Agent, request an increase up to $250,000,000 200,000,000 in the amount of the Facility (an “increase”). The notice must specify: (i) the amount of the proposed increase, which must be a multiple of $10,000,000, provided that the aggregate amount of all increases made pursuant to this Section 2.13 may not exceed $250,000,000200,000,000; and (ii) the allocation of the proposed increase among the Tranches. (b) Upon receipt of such notice, the Administrative Agent will offer to the Lenders to participate in the increase pro rata to their Commitments. If some but not all of the Lenders accept the offer, then the Administrative Agent will offer to the Lenders who have then accepted a portion of the increase to participate in the remaining unaccepted portion of the increase pro rata to the Commitments of such Lenders. If after such offers, any portion of the increase remains unaccepted, then Cascades will have the right to offer such portion to Persons who are not Lenders, provided that any offer to any such Person would qualify as an assignment of Commitment hereunder, as if such offer were an assignment. (c) If offers made pursuant to Section 2.13(b) have been accepted, the Administrative Agent, the Borrowers and the Lenders and other Persons who have accepted such offers will execute an amendment to this Agreement: (i) providing that each Person who has accepted to participate in the increase will have a Commitment equal to the amount of its participation in the increase (or an additional Commitment equal to such amount in the case of a Person who is already a Lender); and (ii) containing such other provisions as may be necessary to give effect to the increase including as to the absence of a Default and the delivery of legal opinions. (d) For greater certainty, (i) nothing in this Section is intended to commit any Lender to participate or the Administrative Agent to arrange for a participation in an increase, and (ii) the aggregate amount of all increases made pursuant to this Section 2.13 may not exceed $250,000,000200,000,000. Notwithstanding any other provision of this Agreement, an amendment agreement giving effect to an increase under this Section 2.13 will not require the consent of Lenders other than those participating in the increase and the Agents, any Swingline Lender and any Issuing Lender.

Increase of the Facility. (a) At any time following the execution of this Agreement but no later than the 180th day preceding the Facility Maturity Date and so long as the amount of the Facility has not been voluntarily reduced by Cascades (but solely pursuant to Section 7.5)7.5 solely, Cascades may, by notice to the Administrative Agent, request an increase up to $250,000,000 in the amount of the Facility (an “increase”). The notice must specify: (i) the amount of the proposed increase, which must be a multiple of $10,000,000, provided that the aggregate amount of all increases made pursuant to this Section 2.13 may not exceed $250,000,000; and (ii) the allocation of the proposed increase among the Tranches. (b) Upon receipt of such notice, the Administrative Agent will offer to the Lenders to participate in the increase pro rata to their Commitments. If some but not all of the Lenders accept the offer, then the Administrative Agent will offer to the Lenders who have then accepted a portion of the increase to participate in the remaining unaccepted portion of the increase pro rata to the Commitments of such Lenders. If after such offers, any portion of the increase remains unaccepted, then Cascades will have the right to offer such portion to Persons who are not Lenders, provided that any offer to any such Person would qualify as an assignment of Commitment hereunder, as if such offer were an assignment. (c) If offers made pursuant to Section 2.13(b) have been accepted, the Administrative Agent, the Borrowers and the Lenders and other Persons who have accepted such offers will execute an amendment to this Agreement: (i) providing that each Person who has accepted to participate in the increase will have a Commitment equal to the amount of its participation in the increase (or an additional Commitment equal to such amount in the case of a Person who is already a Lender); and (ii) containing such other provisions as may be necessary to give effect to the increase including as to the absence of a Default and the delivery of legal opinions. (d) For greater certainty, (i) nothing in this Section is intended to commit any Lender to participate or the Administrative Agent to arrange for a participation in an increase, and (ii) the aggregate amount of all increases made pursuant to this Section 2.13 may not exceed $250,000,000. Notwithstanding any other provision of this Agreement, an amendment agreement giving effect to an increase under this Section 2.13 will not require the consent of Lenders other than those participating in the increase and the Agents, any Swingline Lender and any Issuing Lender.

Increase of the Facility. 2.2.1 The Borrowers may at any time during the first four (4) years after the date of this Agreement, approach the Bookrunner and ask it to coordinate, on a “best effort basis” a request for an increase of the Facility with additional Commitments up to an aggregate amount of USD 250,000,000 with the addition of amounts previously cancelled by the Borrowers pursuant to Clause 7.7 (Voluntary cancellation of Facility) Such request may be made three times. The increase shall be made by a pro rata increase in each Lender's commitment on similar terms and conditions set out herein, except in respect of any up-front fees. The up-front fees are to be agreed between the Borrowers and the Lenders participating in the increase, at the time the request for an increase in the Total Commitment is received. The increase of the Facility shall be subject to: (a) At any time following the execution of this Agreement but no later than the 180th day preceding the Facility Maturity Date and so long as the amount a prior written consent of the Facility has not been voluntarily reduced by Cascades Agent (but solely pursuant to Section 7.5), Cascades may, by notice to the Administrative Agent, request an increase up to $250,000,000 in the amount on behalf of the Facility (an “increase”Majority Lenders). The notice must specify: (i) the amount of the proposed increase, which must be a multiple of $10,000,000, provided that the aggregate amount of all increases made pursuant to this Section 2.13 may not exceed $250,000,000; and (ii) the allocation of the proposed increase among the Tranches.; (b) Upon receipt each Lender may reject to increase their Commitment; (c) the Borrowers may, in cooperation with the Bookrunner, assign all or part of such noticeany committed increase, the Administrative Agent will offer to another Lender, another non-participating bank or financial institution, subject to the prior written consent of the Facility Agent (on behalf of the Majority Lenders), such consent not to be unreasonably withheld, and subject always to compliance with the Swiss Ten Non-Bank Rule; (d) if the outcome of the consultations with the Lenders or any other non-participating bank or financial institution (acceptable to the Majority Lenders), is that they are prepared (on terms and conditions acceptable to them and the Borrowers) to agree to participate in the increase pro rata to their Commitments. If some but not all of the Lenders accept Facility the offerincrease requested shall be so effected #3462336/1 15 (85) and each of the parties hereto shall enter into, then and the Administrative Borrowers referred to shall procure that each Obligor shall enter into, (e) such documentation as the Agent will offer deems necessary (on terms and conditions satisfactory to the Lenders who have then accepted a portion of the increase to participate in the remaining unaccepted portion of the increase pro rata to the Commitments of such Lenders. If after such offers, any portion of the increase remains unaccepted, then Cascades will have the right to offer such portion to Persons who are not Lenders, provided that any offer to any such Person would qualify as an assignment of Commitment hereunder, as if such offer were an assignment. (cAgent) If offers made pursuant to Section 2.13(b) have been accepted, the Administrative Agent, the Borrowers and the Lenders and other Persons who have accepted such offers will execute an amendment to this Agreement: (i) providing that each Person who has accepted to participate in the increase will have a Commitment equal to the amount of its participation in the increase (or an additional Commitment equal to such amount in the case of a Person who is already a Lender); and (ii) containing such other provisions as may be necessary to give effect to the increase including as requested, including, without limitation, all such documentation necessary or appropriate to ensure that each of the absence of a Default Finance Documents, and the delivery of legal opinionssecurity created thereunder, continues in full force and effect. (d) For greater certainty, (i) nothing in this Section is intended to commit any Lender to participate or the Administrative Agent to arrange for a participation in an increase, and (ii) the aggregate amount of all increases made pursuant to this Section 2.13 may not exceed $250,000,000. Notwithstanding any other provision of this Agreement, an amendment agreement giving effect to an increase under this Section 2.13 will not require the consent of Lenders other than those participating in the increase and the Agents, any Swingline Lender and any Issuing Lender.