Common use of Optional Increase Clause in Contracts

Optional Increase. At any time prior to the Revolving Loan Maturity Date, and so long as no Default or Event of Default shall have occurred which is continuing, U.S. Borrower shall have the right to increase the U.S. Commitments by an amount not exceeding $100,000,000, in the aggregate, provided that (i) the U.S. Borrower shall give notice of each such increase to the U.S. Agent as provided in Section 4.4 hereof, (ii) no Lender shall be required to increase its U.S. Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 11.5 hereof), (iii) the addition of new U.S. Lenders shall be subject to the terms and provisions of Section 11.6 hereof as if such new U.S. Lenders were acquiring an interest in the U.S. Revolving Loans by assignment from an existing U.S. Lenders (to the extent applicable, i.e. required approvals, minimum amounts, execution of new U.S. Revolving Notes and the like), (iv) the U.S. Borrower shall execute and deliver such additional or replacement U.S. Revolving Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the U.S. Agent, any new U.S. Lender or any U.S. Lender which is increasing its Commitment and (v) each such increase shall be in an aggregate amount of at least $5,000,000. If the U.S. Borrower shall terminate or reduce the U.S. Commitments pursuant to Section 2.4(b) hereof, it shall have no further right to increase the U.S. Commitments pursuant to this Section. U.S. Borrower shall be required to pay (or to reimburse each applicable U.S. Lender for) any breakage costs incurred by any U.S. Lender in connection with the need to reallocate existing U.S. Revolving Loans among the U.S. Lenders following any increase in the U.S. Commitments pursuant to this provision.

Optional Increase. At any time prior to after the Revolving Loan Maturity Date, date hereof and so long as no Default or Event of Default shall have occurred which is continuing, U.S. Borrower shall have the right to increase the U.S. Commitments by an amount not exceeding $100,000,000400,000,000, in the aggregate, provided that (i) the U.S. Borrower shall give notice of each such increase to the U.S. Agent as provided in Section 4.4 4.3 hereof, (ii) no Lender shall be required to increase its U.S. Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 11.5 hereof), (iii) the addition of new U.S. Lenders shall be subject to the terms and provisions of Section 11.6 hereof as if such new U.S. Lenders were acquiring an interest in the U.S. Revolving Loans by assignment from an existing U.S. Lenders Lender (to the extent applicable, i.e. required approvals, minimum amounts, execution of new U.S. Revolving Notes and the like), (iv) the U.S. Borrower shall execute and deliver such additional or replacement U.S. Revolving Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the U.S. Agent, any new U.S. Lender Lenders or any U.S. Lender which is increasing its Commitment Commitment, (v) the pro rata participation interests of the Lenders in the Letter of Credit Liabilities , and (vvi) each such increase shall be in an aggregate amount of at least $5,000,00025,000,000. If the U.S. Borrower shall terminate or reduce the U.S. Commitments pursuant to Section 2.4(b2.2(a) hereof, it shall have no further right to increase the U.S. Commitments pursuant to this Section. U.S. Borrower shall be required to pay (or to reimburse each applicable U.S. Lender for) any breakage costs incurred by any U.S. Lender in connection with the need to reallocate existing U.S. Revolving Loans among the U.S. Lenders following any increase in the U.S. Commitments pursuant to this provision.

Optional Increase. At any time prior to the Revolving Loan Maturity Dateafter September 1, 2004 and so long as no Default or Event of Default shall have occurred which is continuing, U.S. Borrower shall have the right to increase the U.S. Commitments by an amount not exceeding $100,000,00020,000,000, in the aggregate, provided that (i) the U.S. Borrower shall give notice of each such increase to the U.S. Agent as provided in Section 4.4 4.3 hereof, (ii) no Lender shall be required to increase its U.S. Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 11.5 hereof), (iii) the addition of new U.S. Lenders shall be subject to the terms and provisions of Section 11.6 hereof as if such new U.S. Lenders were acquiring an interest in the U.S. Revolving Loans by assignment from an existing U.S. Lenders (to the extent applicable, i.e. required approvals, minimum amounts, execution of new U.S. Revolving Notes and the like), (iv) the U.S. Borrower shall execute and deliver such additional or replacement U.S. Revolving Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the U.S. Agent, any new U.S. Lender Lenders or any U.S. Lender Lenders which is increasing its Commitment and (v) each such increase shall be in an aggregate amount of at least $5,000,000. If the U.S. Borrower shall terminate or reduce the U.S. Commitments pursuant to Section 2.4(b) hereof, it shall have no further right to increase the U.S. Commitments pursuant to this Section. U.S. Borrower shall be required to pay (or to reimburse each applicable U.S. Lender for) any breakage costs incurred by any U.S. Lender in connection with the need to reallocate existing U.S. Revolving Loans among the U.S. Lenders following any increase in the U.S. Commitments pursuant to this provision.

Optional Increase. At any time prior to after the Revolving Loan Maturity Date, date hereof and so long as no Default or Event of Default shall have occurred which is continuing, U.S. Borrower shall have the right to increase the U.S. Commitments by an amount not exceeding $100,000,000175,000,000, in the aggregate, provided that as follows: (i) the U.S. Borrower shall give at least twenty (20) Business Days’ (or such lesser period as Agent may consent to) prior written notice of each such increase to Agent and Agent shall promptly notify the U.S. Agent as provided in Section 4.4 hereofLenders who are being requested to increase their Commitments, (ii) no Lender shall be required to increase its U.S. Commitment unless it shall have expressly agreed to such increase in writing in its sole discretion (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 11.5 hereof), (iii) each Lender shall notify Agent whether it agrees to increase its Commitment within the addition of new U.S. Lenders time period specified by Borrower in consultation with Agent and any Lender not responding within such time period shall be deemed to have declined to increase its Commitment, (iv) Borrower shall be entitled to invite additional Persons to be Lenders subject however to (A) the execution of such documentation as Agent may request, including a duly executed lender joinder agreement pursuant to which such Persons agree to be bound by the terms of this Agreement, and (B) the terms and provisions of Section 11.6 Sections 11.6(b) and 11.6(g) hereof as if such new U.S. Lenders Persons were acquiring an interest in the U.S. Revolving Loans by assignment from an existing U.S. Lenders Lender (to the extent applicable, i.e. required approvals, minimum amounts, execution of new U.S. Revolving Notes and the like, provided that no Assignment and Acceptance shall be required to be executed), (ivv) Borrower and Agent shall determine the U.S. effective date and the final allocation of such increase in Commitments and adjustments of the pro rata participation interests of the Lenders in the Letter of Credit Liabilities, (vi) Borrower shall execute and deliver such additional or replacement U.S. Revolving Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the U.S. Agent, any new U.S. Lender Lenders or any U.S. Lender which is increasing its Commitment and Commitment, (vvii) each such requested increase shall be in an aggregate amount of at least $5,000,00025,000,000, (viii) if any new Lenders will be providing Commitments, as an administrative convenience and to avoid the necessity that the existing Lenders and any new Lenders deliver separate Assignment and Acceptances, on the date the increase becomes effective, each of the existing Lenders shall be deemed to have sold and assigned to the new Lenders a portion of its Revolving Loans which are outstanding on such date, and the new Lenders shall be deemed to have purchased a portion of the Revolving Loans, and, in furtherance of the foregoing, each new Lender shall deliver (by wire transfer) to Agent cash in an amount equal to its Revolving Loan Commitment Percentage of the aggregate Revolving Loans outstanding on the effective date of the increase, after giving effect thereto, and Agent shall distribute (by wire transfer) such cash received by it from the new Lenders to the existing Lenders in amounts sufficient to ensure that each such Lender will hold its Revolving Loan Commitment Percentage of the aggregate Revolving Loans outstanding on such date and (ix) Schedule I hereto shall automatically be amended to reflect the Commitments of the Lenders after giving effect to the increase. If the U.S. Borrower shall terminate or reduce the U.S. Commitments pursuant to Section 2.4(b) hereof, it shall have no further right to increase the U.S. Commitments pursuant to this Section. U.S. Borrower shall be required to pay (or to reimburse each applicable U.S. Lender for) any breakage costs incurred by any U.S. Lender in connection with the need to reallocate existing U.S. Revolving Loans among the U.S. Lenders following any increase in the U.S. Commitments pursuant to this provision.”

Optional Increase. At any time prior to after the Revolving Loan Maturity Date, date hereof and so long as no Default or Event of Default shall have occurred which is continuing, U.S. Borrower shall have the right to increase the U.S. Commitments by an amount not exceeding $100,000,00050,000,000, in the aggregate, provided that (i) the U.S. Borrower shall give notice of each such increase to the U.S. Agent as provided in Section 4.4 4.3 hereof, (ii) no Lender shall be required to increase its U.S. Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 11.5 hereof), (iii) the addition of new U.S. Lenders shall be subject to the terms and provisions of Section 11.6 hereof as if such new U.S. Lenders were acquiring an interest in the U.S. Revolving Loans by assignment from an existing U.S. Lenders (to the extent applicable, i.e. required approvals, minimum amounts, execution of new U.S. Revolving Notes and the like), (iv) the U.S. Borrower shall execute and deliver such additional or replacement U.S. Revolving Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the U.S. Agent, any new U.S. Lender Lenders or any U.S. Lender Lenders which is increasing its Commitment and (v) each such increase shall be in an aggregate amount of at least $5,000,000. If the U.S. Borrower shall terminate or reduce the U.S. Commitments pursuant to Section 2.4(b) hereof, it shall have no further right to increase the U.S. Commitments pursuant to this Section. U.S. Borrower shall be required to pay (or to reimburse each applicable U.S. Lender for) any breakage costs incurred by any U.S. Lender in connection with the need to reallocate existing U.S. Revolving Loans among the U.S. Lenders following any increase in the U.S. Commitments pursuant to this provision.

Optional Increase. At any time prior to after the Revolving Loan Maturity Date, date hereof and so long as no Default or Event of Default shall have occurred which is continuing, U.S. Borrower shall have the right to increase the U.S. Commitments by an amount not exceeding $100,000,000150,000,000, in the aggregate, provided that as follows: (i) the U.S. Borrower shall give at least twenty (20) Business Days’ prior written notice of each such increase to Agent and Agent shall promptly notify the U.S. Agent as provided in Section 4.4 hereofLenders, (ii) no Lender shall be required to increase its U.S. Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 11.5 hereof), (iii) each Lender shall notify Agent whether it agrees to increase its Commitment within the addition of new U.S. Lenders time period specified by Borrower in consultation with Agent and any Lender not responding within such time period shall be deemed to have declined to increase its Commitment, (iv) to achieve the full amount of a requested increase, Borrower shall be entitled to invite additional Persons to be Lenders subject however to the terms and provisions of Section 11.6 hereof as if such new U.S. Lenders Persons were acquiring an interest in the U.S. Revolving Loans by assignment from an existing U.S. Lenders Lender (to the extent applicable, i.e. required approvals, minimum amounts, execution of new U.S. Revolving Notes and the like), (ivv) Borrower and Agent shall determine the U.S. effective date and the final allocation of such increase in Commitments and adjustments of the pro rata participation interests of the Lenders in the Letter of Credit Liabilities (vi) Borrower shall execute and deliver such additional or replacement U.S. Revolving Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the U.S. Agent, any new U.S. Lender Lenders or any U.S. Lender which is increasing its Commitment and (vvii) each such requested increase shall be in an aggregate amount of at least $5,000,00025,000,000. If the U.S. Borrower shall terminate or reduce the U.S. Commitments pursuant to Section 2.4(b) hereof, it shall have no further right to increase the U.S. Commitments pursuant to this Section. U.S. Borrower shall be required to pay (or to reimburse each applicable U.S. Lender for) any breakage costs incurred by any U.S. Lender in connection with the need to reallocate existing U.S. Revolving Loans among the U.S. Lenders following any increase in the U.S. Commitments pursuant to this provision.

Optional Increase. At (a) On the terms and subject to the conditions set forth below, the U.S. Borrower may, at any time before the Maturity Date, increase the Aggregate Commitments; provided that: (i) after giving effect to the requested increase, the aggregate amount of the increases in the Aggregate Commitments shall not exceed $250,000,000; (ii) the Administrative Agent shall have consented to the requested increase and all required third party consents and approvals shall have been obtained; (iii) prior to the Revolving Loan Maturity Datedate of any proposed increase, and so long as the Aggregate Commitments shall not have been decreased pursuant to Section 2.09; (iv) each such increase in the Aggregate Commitments shall be equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof; (v) no Default or Event of Default shall have occurred which is continuing, U.S. Borrower and be continuing or shall occur as a result of such increase; and (vi) the Borrowers shall have the right to increase the U.S. Commitments by an amount not exceeding $100,000,000, in the aggregate, provided that (i) the U.S. Borrower shall give notice of each executed and delivered such increase to the U.S. Agent as provided in Section 4.4 hereof, (ii) no Lender shall be required to increase its U.S. Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 11.5 hereof), (iii) the addition of new U.S. Lenders shall be subject to the terms documents and provisions of Section 11.6 hereof as if such new U.S. Lenders were acquiring an interest in the U.S. Revolving Loans by assignment from an existing U.S. Lenders (to the extent applicable, i.e. required approvals, minimum amounts, execution of new U.S. Revolving Notes instruments and the like), (iv) the U.S. Borrower shall execute and deliver such additional or replacement U.S. Revolving Notes and taken such other documentation (including evidence of proper authorization) actions as may be reasonably requested by the U.S. AgentAdministrative Agent in connection with such increases in the Aggregate Commitments (including new or amended notes, any new U.S. Lender or related fee letters, documents evidencing the increased Commitment held by any U.S. Lender which is increasing its Commitment applicable Lender, any joinder agreements related to a New Lender, resolutions regarding the increase in the Aggregate Commitments and (v) each such increase related actions taken by the Borrowers, certified as true and correct by a Financial Officer and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent). Any request under this Section 2.23 shall be in an aggregate amount of at least $5,000,000. If submitted by the U.S. Borrower to the Administrative Agent (which shall terminate promptly forward copies to the Lenders), specify the proposed effective date and amount of such increase and be accompanied by a certificate of a Financial Officer stating that no Default exists or reduce will occur as a result of such increase. If any fees are to be paid or offered in connection with such increase, the Administrative Agent (with the consent of the U.S. Commitments pursuant Borrower) may also specify any fees offered to Section 2.4(bthose Lenders (the “Increasing Lenders”) hereof, it shall have no further right which agree to increase the U.S. Commitments pursuant to this Section. U.S. Borrower shall be required to pay (or to reimburse each applicable U.S. Lender for) any breakage costs incurred by any U.S. Lender in connection with the need to reallocate existing U.S. Revolving Loans among the U.S. Lenders following any increase in the U.S. Commitments pursuant to this provision.amount of their respective Commitment, -66-

Optional Increase. At any time prior to the Revolving Loan Maturity Dateafter December 23, 2008 and so long as no Default or Event of Default shall have occurred which is continuing, U.S. Borrower shall have the right to increase the U.S. Commitments by an amount not exceeding $100,000,00022,350,000, in the aggregate, provided that (i) the U.S. Borrower shall give notice of each such increase to the U.S. Agent as provided in Section 4.4 4.3 hereof, (ii) no Lender shall be required to increase its U.S. Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 11.5 hereof), (iii) the addition of new U.S. Lenders shall be subject to the terms and provisions of Section 11.6 hereof as if such new U.S. Lenders were acquiring an interest in the U.S. Revolving Loans by assignment from an existing U.S. Lenders (to the extent applicable, i.e. required approvals, minimum amounts, execution of new U.S. Revolving Notes and the like), (iv) the U.S. Borrower shall execute and deliver such additional or replacement U.S. Revolving Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the U.S. Agent, any new U.S. Lender Lenders or any U.S. Lender Lenders which is increasing its Commitment and (v) each such increase shall be in an aggregate amount of at least $5,000,0003,000,000. If the U.S. Borrower shall terminate or reduce the U.S. Commitments pursuant to Section 2.4(b) hereof, it shall have no further right to increase the U.S. Commitments pursuant to this Section. U.S. Borrower shall be required to pay (or to reimburse each applicable U.S. Lender for) any breakage costs incurred by any U.S. Lender in connection with the need to reallocate existing U.S. Revolving Loans among the U.S. Lenders following any increase in the U.S. Commitments pursuant to this provision.

Optional Increase. At any time prior (i) Notwithstanding anything to the Revolving Loan Maturity Datecontrary contained in this Agreement, the Borrower may request from time to time that the aggregate Commitments hereunder be increased by an amount not less than $25,000,000 and not to exceed $200,000,000. The Borrower, with the consent of the Administrative Agent, may (I) request one or more of the Lenders to increase the amount of its Commitment and/or (II) arrange for one or more banks or financial institutions not a party hereto (an “Other Lender”) to become parties to and Lenders under this Agreement. The Administrative Agent and the Borrower shall have no obligation to offer any Lender or prospective new lender the opportunity to participate in any increase pursuant to this Section, and so long nothing herein shall prohibit the Administrative Agent from retaining for its own account, as a Lender, all or substantially all of such increase. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender, and the failure of any Lender to respond to the Borrower’s request for an increase shall be deemed a rejection by such Lender of the Borrower’s request. The aggregate Commitments of all Lenders hereunder may not be increased if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have occurred which is continuing, U.S. Borrower shall have the right any obligation whatsoever to increase the U.S. Commitments by an amount not exceeding $100,000,000of its Commitment, in the aggregateand each Lender may at its option, provided that (i) the U.S. Borrower shall give notice of each such increase to the U.S. Agent as provided in Section 4.4 hereofunconditionally and without cause, (ii) no Lender shall be required decline to increase its U.S. Commitment unless it shall have expressly agreed to such Commitment. Any increase in writing (but otherwise, no notice to or consent by any Lender of the aggregate Commitments under this Section 2.1(c) shall be requiredon terms (including, notwithstanding anything to the contrary set forth in Section 11.5 hereof)without limitation, (iiicovenants, maturity, fees and interest rate) the addition of new U.S. Lenders shall be subject identical to the terms and provisions of Section 11.6 hereof as if such new U.S. Lenders were acquiring an interest in the U.S. Revolving Loans by assignment from an existing U.S. Lenders (applicable to the extent applicable, i.e. required approvals, minimum amounts, execution of new U.S. Revolving Notes existing Commitments and the like), (iv) the U.S. Borrower shall execute and deliver such additional or replacement U.S. Revolving Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the U.S. Agent, any new U.S. Lender or any U.S. Lender which is increasing its Commitment and (v) each such increase shall be in an aggregate amount of at least $5,000,000. If the U.S. Borrower shall terminate or reduce the U.S. Commitments pursuant to Section 2.4(b) hereof, it shall have no further right to increase the U.S. Commitments pursuant to this Section. U.S. Borrower shall be required to pay (or to reimburse each applicable U.S. Lender for) any breakage costs incurred by any U.S. Lender in connection with the need to reallocate existing U.S. Revolving Loans among the U.S. Lenders following any increase in the U.S. Commitments pursuant to this provisionhereunder.