Common use of Increases to Aggregate Commitment Clause in Contracts

Increases to Aggregate Commitment. (i) At any time, the Domestic Borrower may request that the Aggregate Revolving Loan Commitment be increased; provided that, without the prior written consent of all of the Lenders, (a) the Aggregate Revolving Loan Commitment shall at no time exceed $175,000,000 minus the aggregate amount of all reductions in the Aggregate Revolving Loan Commitment previously made pursuant to Section 2.5(B), (b) the Domestic Borrower shall not be entitled to make any such request more frequently than once in each 12-month period, (c) each such request shall be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in excess thereof and (d) no such increase shall result in an increase in the Japanese Yen Sublimit. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Domestic Borrower not less than fifteen (15) Business Days prior to the proposed effective date of such increase, which notice (a "COMMITMENT INCREASE NOTICE") shall specify the amount of the proposed increase in the Aggregate Revolving Loan Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is ten (10) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being herein a "LENDER INCREASE NOTICE"). Any Lender which does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such ten (10) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Domestic Borrower in the Commitment Increase Notice, the Administrative Agent and the Arranger shall have the right, in consultation with the Domestic Borrower, to allocate the amount of increases necessary to meet the Borrower's Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Domestic Borrower, the Administrative Agent shall assist and consult with the Domestic Borrower in an effort to identify financial institutions which may be interested in becoming a party to the Agreement and not later than three (3) Business Days prior to the proposed effective date the Domestic Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a "Lender" party hereto (a "PROPOSED NEW LENDER") in connection with the Commitment Increase Notice. Any Proposed New Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld). If the Domestic Borrower shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Domestic Borrower shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Domestic Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender's and Proposed New Lenders' Commitment (the "EFFECTIVE COMMITMENT AMOUNT") and the amount of the Aggregate Revolving Loan Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Revolving Loan Commitment shall be subject to the following conditions precedent: (A) the Domestic Borrower shall have obtained the consent thereto of each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (B) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Revolving Loan Commitment, each of the representations and warranties of the Borrowers hereunder shall be true and correct as if made on and as of such date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (C) the Domestic Borrower, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a "Commitment" in support of such increase in the Aggregate Revolving Loan Commitment shall have executed and delivered a "Commitment and Acceptance" substantially in the form of Exhibit J hereto, (D) counsel for the Borrowers and for the Guarantors shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (E) the Domestic Borrower and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Section 4.5 or that the Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the Domestic Borrower. Upon satisfaction of the conditions precedent to any increase in the Aggregate Revolving Loan Commitment, the Administrative Agent shall promptly advise the Borrowers and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Revolving Loan Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party hereto as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.

Increases to Aggregate Commitment. (i) At The Company shall have the right, no more frequently than once in any timetwelve month period, the Domestic Borrower may to request that the Aggregate Revolving Loan Commitment be increased; increased (each a "Commitment Increase Request") in a minimum amount of $50,000,000 by obtaining additional Commitments, either from one or more of the Banks or another lending institution, provided that, that the Aggregate Commitment shall in no event exceed $500,000,000 without the prior written consent of all of the Lenders, (a) the Aggregate Revolving Loan Commitment shall at no time exceed $175,000,000 minus the aggregate amount of all reductions in the Aggregate Revolving Loan Commitment previously made pursuant to Section 2.5(B), (b) the Domestic Borrower shall not be entitled to make any such request more frequently than once in each 12-month period, (c) each such request shall be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in excess thereof and (d) no such increase shall result in an increase in the Japanese Yen Sublimit. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Domestic Borrower not less than fifteen (15) Business Days prior to the proposed effective date of such increase, which notice (a "COMMITMENT INCREASE NOTICE") shall specify the amount of the proposed increase in the Aggregate Revolving Loan Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, Request each of the Lenders Banks shall be given the opportunity to participate in the requested increase ratably in the proportions that their respective Commitments bear to the Aggregate aggregate Commitment. No Lender Bank shall have any obligation to increase its Commitment pursuant to a Commitment Increase Noticerequest by the Company hereunder. On or prior to To the date extent that is ten (10) Business Days after receipt all of the Commitment Increase NoticeBanks do not elect to participate in such requested increase after being afforded an opportunity to do so, each Lender then the Company shall submit to consult with the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice as to the Administrative Agent being herein a "LENDER INCREASE NOTICE"). Any Lender which does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration number, identity and requested Commitments of such ten (10) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Domestic Borrower in the Commitment Increase Notice, the Administrative Agent and the Arranger shall have the right, in consultation with the Domestic Borrower, to allocate the amount of increases necessary to meet the Borrower's Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Domestic Borrower, the Administrative Agent shall assist and consult with the Domestic Borrower in an effort to identify additional financial institutions which may be interested in becoming a party to the Agreement and not later than three (3) Business Days prior to Company may, upon the proposed effective date the Domestic Borrower may notify the Administrative Agent written consent of any financial institution that shall have agreed to become a "Lender" party hereto (a "PROPOSED NEW LENDER") in connection with the Commitment Increase Notice. Any Proposed New Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld). If the Domestic Borrower shall not have arranged any Proposed New Lender(s) , invite to commit to the shortfall from the Lender Increase Notices, then the Domestic Borrower shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount set forth participate in the Lender Increase NoticesAggregate Commitment. Based upon In the Lender Increase Notices, any allocations made in connection therewith event that the Company and any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Domestic Borrower and the Lenders on one or before the Business Day immediately prior to the proposed effective date more of the amount of each Lender's and Proposed New Lenders' Commitment Banks (the "EFFECTIVE COMMITMENT AMOUNT"or other financial institutions) and the amount of the Aggregate Revolving Loan Commitment, which amounts shall be effective on the following Business Day. Any agree upon such an increase in the Aggregate Revolving Loan Commitment shall be subject to the following conditions precedent: (Ai) the Domestic Borrower shall have obtained the consent thereto of each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (B) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Revolving Loan Commitment, each of the representations and warranties of the Borrowers hereunder shall be true and correct as if made on and as of such date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (C) the Domestic BorrowerCompany, the Administrative Agent and each Proposed New Lender Bank or Lender other financial institution increasing its Commitment or extending a new Commitment shall enter into an amendment to this Agreement setting forth the amounts of the Commitments, as so increased, providing that the financial institutions extending new commitments shall have agreed be Banks for all purposes of this Agreement and the other Loan Documents, and setting forth such additional provisions as the Administrative Agent shall consider reasonably appropriate and (ii) the Company shall furnish new Notes to provide each financial institution that is extending a "new Commitment" . No such amendment shall require the approval or consent of any Bank whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Administrative Agent may reasonably specify upon the request of the financial institutions that are increasing or extending new Commitments (including the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Company), this Agreement shall be deemed to be amended accordingly. Notwithstanding anything in support of this Section 2.4.6 to the contrary, no such increase in the Aggregate Revolving Loan Commitment shall have executed and delivered be effective if (A) a "Default or Unmatured Default shall exist on the date any such Commitment and Acceptance" substantially in Increase Request is made or after giving effect to the form of Exhibit J hereto, requested increase or (DB) counsel for the Borrowers and for the Guarantors Company shall have provided voluntarily reduced the Aggregate Commitment at any time prior to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (E) the Domestic Borrower and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Section 4.5 or that the Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the Domestic Borrower. Upon satisfaction of the conditions precedent to any increase in the Aggregate Revolving Loan Commitment, the Administrative Agent shall promptly advise the Borrowers and each Lender of the effective date making of such increaseCommitment Increase Request. Upon the effective date of any increase in the Aggregate Revolving Loan Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party hereto as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.(b)

Increases to Aggregate Commitment. (i) At any time, the Domestic Borrower may request that the Aggregate Revolving Loan Commitment be increased; provided that, without the prior written consent of all of the Lenders, (a) (x) the Aggregate Revolving Loan Commitment shall at no time exceed $175,000,000 275,000,000 minus the aggregate amount of all reductions in the Aggregate Revolving Loan Commitment previously made pursuant to Section 2.5(B)) and (y) the aggregate amount of increases to the Aggregate Revolving Loan Commitment made pursuant to Section 2.5 shall at no time exceed $100,000,000, (b) the Domestic Borrower shall not be entitled to make any such request more frequently than once in each 12-month periodfiscal quarter, (c) each such request shall be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in excess thereof and (d) no such increase shall result in an increase in the Japanese Yen Sublimit. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Domestic Borrower not less than fifteen (15) Business Days prior to the proposed effective date of such increase, which notice (a "COMMITMENT INCREASE NOTICE"“Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Revolving Loan Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is ten (10) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being herein a "LENDER INCREASE NOTICE"“Lender Increase Notice”). Any Lender which does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such ten (10) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Domestic Borrower in the Commitment Increase Notice, the Administrative Agent and the Arranger shall have the right, in consultation with the Domestic Borrower, to allocate the amount of increases necessary to meet the Borrower's ’s Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Domestic Borrower, the Administrative Agent shall assist and consult with the Domestic Borrower in an effort to identify financial institutions which may be interested in becoming a party to the Agreement and not later than three (3) Business Days prior to the proposed effective date the Domestic Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a "“Lender" ” party hereto (a "PROPOSED NEW LENDER"“Proposed New Lender”) in connection with the Commitment Increase Notice. Any Proposed New Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld). If the Domestic Borrower shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Domestic Borrower shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Domestic Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender's and Proposed New Lenders' Commitment (the "EFFECTIVE COMMITMENT AMOUNT") and the amount of the Aggregate Revolving Loan Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Revolving Loan Commitment shall be subject to the following conditions precedent: (A) the Domestic Borrower shall have obtained the consent thereto of each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (B) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Revolving Loan Commitment, each of the representations and warranties of the Borrowers hereunder shall be true and correct as if made on and as of such date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (C) the Domestic Borrower, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a "Commitment" in support of such increase in the Aggregate Revolving Loan Commitment shall have executed and delivered a "Commitment and Acceptance" substantially in the form of Exhibit J hereto, (D) counsel for the Borrowers and for the Guarantors shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (E) the Domestic Borrower and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Section 4.5 or that the Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the Domestic Borrower. Upon satisfaction of the conditions precedent to any increase in the Aggregate Revolving Loan Commitment, the Administrative Agent shall promptly advise the Borrowers and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Revolving Loan Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party hereto as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.shall

Increases to Aggregate Commitment. (i) At any time, the Domestic Borrower may request that the Aggregate Revolving Loan Commitment be increased; provided that, without the prior written consent of all of the Lenders, (a) the Aggregate Revolving Loan Commitment shall at no time exceed $175,000,000 200,000,000 minus the aggregate amount of all reductions in the Aggregate Revolving Loan Commitment previously made pursuant to Section 2.5(B2.6.11(b), and (b) the Domestic Borrower shall not be entitled to make any such request more frequently than once in each 12-month period, (c) each such request shall be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in excess thereof and (d) no such increase shall result in an increase in the Japanese Yen Sublimitthereof. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Domestic Borrower not less fewer than fifteen twenty (1520) Business Days prior to the proposed effective date of such increase, which notice (a "COMMITMENT INCREASE NOTICECommitment Increase Notice") shall specify the amount of the proposed increase in the Aggregate Revolving Loan Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Revolving Commitments bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Revolving Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is ten fifteen (1015) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its Revolving Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being herein a "LENDER INCREASE NOTICELender Increase Notice"). Any Lender which does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such ten fifteen (1015) Business Day period shall be deemed to have denied any increase in its Revolving Commitment. In the event that the increases of Revolving Commitments set forth in the Lender Increase Notices exceed the amount requested by the Domestic Borrower in the Commitment Increase Notice, the Administrative Agent and the Arranger shall have the right, in consultation with the Domestic Borrower, to allocate the amount of increases necessary to meet the Borrower's Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Domestic Borrower, the Administrative Agent shall assist and consult with the Domestic Borrower in an effort to identify financial institutions which may be interested in becoming a party to the Agreement and not later than three (3) 3 Business Days prior to the proposed effective date the Domestic Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a "Lender" party hereto (a "PROPOSED NEW LENDERProposed New Lender") in connection with the Commitment Increase Notice. Any Proposed New Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld). If the Domestic Borrower shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Domestic Borrower shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Domestic Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender's and Proposed New Lenders' Revolving Commitment (the "EFFECTIVE COMMITMENT AMOUNTEffective Commitment Amount") and the amount of the Aggregate Revolving Loan Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Revolving Loan Commitment shall be subject to the following conditions precedent: (A) the Domestic Borrower shall have obtained the consent thereto of each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (B) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Revolving Loan Commitment, each of the representations and warranties of the Borrowers Borrower hereunder shall be true and correct as if made on and as of such date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (C) the Domestic Borrower, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a "Revolving Commitment" in support of such increase in the Aggregate Revolving Loan Commitment shall have executed and delivered a "Commitment and Acceptance" substantially in the form of Exhibit J H hereto, (D) counsel for the Borrowers Borrower and for the Guarantors shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (E) the Domestic Borrower and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Section 4.5 2.6.13 or that the Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the Domestic Borrower. Upon satisfaction of the conditions precedent to any increase in the Aggregate Revolving Loan Commitment, the Administrative Agent shall promptly advise the Borrowers Borrower and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Revolving Loan Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party hereto as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.