Common use of Optional Increase Clause in Contracts

Optional Increase. At any time after 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 $20,000,000, 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 4.3 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. 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. Lenders or any U.S. 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. 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 September 1giving effect to the requested increase, 2004 the aggregate amount of the increases in the Aggregate Commitments shall not exceed $75,000,000; (ii) the Administrative Agent shall have consented to the requested increase and so long as all required third party consents and approvals shall have been obtained; (iii) prior to the date of any proposed increase, 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 $20,000,000, 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 4.3 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 documents and provisions of Section 11.6 hereof as if such new U.S. Lenders were acquiring an interest in the U.S. 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 Administrative Agent in connection with such increases in the Aggregate Commitments (including new or amended notes, any related fee letters, documents evidencing the increased Commitment held by any applicable Lender, any joinder agreements related to a New Lender, resolutions regarding the increase in the Aggregate Commitments and 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 submitted by the U.S. Borrower to the Administrative Agent (which shall 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 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. Borrower) may also specify any fees offered to those Lenders (the “Increasing Lenders”) which agree to increase the amount of their respective Commitment, which fees may be variable based upon the amount by which any such Lender is willing to increase the amount of its Commitment; no Lender which is not an Increasing Lender shall be entitled to receive any such fees. No Lender shall have any obligation, express or implied, to offer to increase the amount of its Commitment. Only the consent of the Administrative Agent and each Increasing Lender shall be required for an increase in the amount of the Aggregate Commitments pursuant to this Section 2.23(a). No Lender which elects not to increase the amount of its Commitment may be replaced in respect of its existing Commitment as a result thereof without such Lender’s written consent. (b) Each Increasing Lender shall, as soon as practicable after the U.S. Borrower has submitted its request under Section 2.23(a), specify the amount of the proposed increase in its Commitment which it is willing to offer. To the extent the increased Commitment of the Increasing Lenders is insufficient or there are no Increasing Lenders, the U.S. Borrower may designate new lenders who qualify as Eligible Assignees and which are reasonably acceptable to the Administrative Agent, any new U.S. the Issuing Bank and the Swingline Lender as additional Lenders or any U.S. Lenders which is increasing its Commitment and hereunder in accordance with this Section 2.23(b) (v) each such new Lender being a “New Lender”), which New Lender may assume all or a portion of the increase shall be in an aggregate the amount of at least $5,000,000the Aggregate Commitments. If The U.S. Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of the Aggregate Commitments among Increasing Lenders and New Lenders. (c) Each New Lender designated by the U.S. Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the amount of the Aggregate Commitments upon its execution of an instrument of joinder (which may contain such modifications to this Agreement and terms and conditions relating thereto as may be necessary to ensure that such Commitments are treated as Commitments for all purposes under the Loan Documents), in each case prepared by the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (d) Subject to the foregoing, any increase in the Aggregate Commitments requested by the U.S. Borrower shall terminate or reduce be effective as of the date proposed by the U.S. Borrower (the “Increase Effective Date”) and shall be in the principal amount (the “Revolving Facility Increase”) equal to (i) the amount which the Increasing Lenders are willing to assume as increases to the amount of their Commitments plus (ii) the amount offered by the New Lenders with respect to the Aggregate Commitment, in either case as adjusted by the U.S. Borrower and the Administrative Agent pursuant to the last sentence of 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. Loans among the U.S. Lenders following any increase in the U.S. Commitments pursuant to this provision2.23(b).

Optional Increase. At any time after September 1December 23, 2004 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 $20,000,00022,350,000, 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 4.3 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. Lenders or any U.S. 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. (g) A new Section 4.6 is hereby added to the Loan Agreement, such new Section to read in its entirety as follows:

Optional Increase. At any time after September 1, 2004 the 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 $20,000,000175,000,000, 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 4.3 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. Lenders or any U.S. Lenders 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 after September 1, 2004 the 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 $20,000,000150,000,000, 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 4.3 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. Lenders or any U.S. Lenders 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 any time after September 1, 2004 the 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 $20,000,000400,000,000, 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 4.3 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. Lenders or any U.S. Lenders 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 (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 September 1giving effect to the requested increase, 2004 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 so long as all required third party consents and approvals shall have been obtained; (iii) prior to the date of any proposed increase, 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 $20,000,000, 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 4.3 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 documents and provisions of Section 11.6 hereof as if such new U.S. Lenders were acquiring an interest in the U.S. 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 Administrative Agent in connection with such increases in the Aggregate Commitments (including new or amended notes, any related fee letters, documents evidencing the increased Commitment held by any applicable Lender, any joinder agreements related to a New Lender, resolutions regarding the increase in the Aggregate Commitments and 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 submitted by the U.S. Borrower to the Administrative Agent (which shall 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 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. Borrower) may also specify any fees offered to those Lenders (the “Increasing Lenders”) which agree to increase the amount of their respective Commitment, -66- (b) Each Increasing Lender shall, as soon as practicable after the U.S. Borrower has submitted its request under Section 2.23(a), specify the amount of the proposed increase in its Commitment which it is willing to offer. To the extent the increased Commitment of the Increasing Lenders is insufficient or there are no Increasing Lenders, the U.S. Borrower may designate new lenders who qualify as Eligible Assignees and which are reasonably acceptable to the Administrative Agent, any new U.S. the Issuing Bank and the Swingline Lender as additional Lenders or any U.S. Lenders which is increasing its Commitment and hereunder in accordance with this Section 2.23(b) (v) each such new Lender being a “New Lender”), which New Lender may assume all or a portion of the increase shall be in an aggregate the amount of at least $5,000,000the Aggregate Commitments. If The U.S. Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of the Aggregate Commitments among Increasing Lenders and New Lenders. (c) Each New Lender designated by the U.S. Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the amount of the Aggregate Commitments upon its execution of an instrument of joinder (which may contain such modifications to this Agreement and terms and conditions relating thereto as may be necessary to ensure that such Commitments are treated as Commitments for all purposes under the Loan Documents), in each case prepared by the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (d) Subject to the foregoing, any increase in the Aggregate Commitments requested by the U.S. Borrower shall terminate or reduce be effective as of the date proposed by the U.S. Borrower (the “Increase Effective Date”) and shall be in the principal amount (the “Revolving Facility Increase”) equal to (i) the amount which the Increasing Lenders are willing to assume as increases to the amount of their Commitments plus (ii) the amount offered by the New Lenders with respect to the Aggregate Commitment, in either case as adjusted by the U.S. Borrower and the Administrative Agent pursuant to the last sentence of 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. Loans among the U.S. Lenders following any increase in the U.S. Commitments pursuant to this provision2.23(b).

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 September 1giving effect to the requested increase, 2004 the aggregate amount of the increases in the Aggregate Commitments shall not exceed $200,000,000; (ii) the Administrative Agent shall have consented to the requested increase and so long as all required third party consents and approvals shall have been obtained; (iii) prior to the date of any proposed increase, 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 $20,000,000, 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 4.3 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 documents and provisions of Section 11.6 hereof as if such new U.S. Lenders were acquiring an interest in the U.S. 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. Lenders or related fee letters, documents evidencing the increased Commitment held by any U.S. Lenders 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. amount of their respective Commitment, which fees may be variable based upon the amount by which any such Lender is willing to increase the amount of its Commitment; no Lender which is not an Increasing Lender shall be entitled to receive any such fees. No Lender shall have any obligation, express or implied, to offer to increase the amount of its Commitment. Only the consent of the Administrative Agent and each Increasing Lender shall be required for an increase in the amount of the Aggregate Commitments pursuant to this SectionSection 2.23(a). U.S. Borrower shall No Lender which elects not to increase the amount of its Commitment may be required to pay (or to reimburse each applicable U.S. Lender for) any breakage costs incurred by any U.S. Lender replaced in connection with the need to reallocate respect of its existing U.S. Loans among the U.S. Lenders following any increase in the U.S. Commitments pursuant to this provisionCommitment as a result thereof without such Lender’s written consent.

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 September 1giving effect to the requested increase, 2004 the aggregate amount of the increases in the Aggregate Commitments shall not exceed $75,000,000; (ii) the Administrative Agent shall have consented to the requested increase and so long as all required third party consents and approvals shall have been obtained; (iii) prior to the date of any proposed increase, 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 $20,000,000, 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 4.3 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 documents and provisions of Section 11.6 hereof as if such new U.S. Lenders were acquiring an interest in the U.S. 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 Administrative Agent in connection with such increases in the Aggregate Commitments (including new or amended notes, any related fee letters, documents evidencing the increased Commitment held by any applicable Lender, any joinder agreements related to a New Lender, resolutions regarding the increase in the Aggregate Commitments and 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 submitted by the U.S. Borrower to the Administrative Agent (which shall 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 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. Borrower) may also specify any fees offered to those Lenders (the “Increasing Lenders”) which agree to increase the amount of their respective Commitment, which fees may be variable based upon the amount by which any such Lender is willing to increase the amount of its Commitment; no Lender which is not an Increasing Lender shall be entitled to receive any such fees. No Lender shall have any obligation, express or implied, to offer to increase the amount of its Commitment. Only the consent of the Administrative Agent and each Increasing Lender shall be required for an increase in the amount of the Aggregate Commitments pursuant to this Section 2.23(a). No Lender which elects not to increase the amount of its Commitment may be replaced in respect of its existing Commitment as a result thereof without such Lender’s written consent. (b) Each Increasing Lender shall, as soon as practicable after the U.S. Borrower has submitted its request under Section 2.23(a), specify the amount of the proposed increase in its Commitment which it is willing to offer. To the extent the increased Commitment of the Increasing Lenders is insufficient or there are no Increasing Lenders, the U.S. Borrower may designate new lenders who qualify as Eligible Assignees and which are reasonably acceptable to the Administrative Agent, any new U.S. the Issuing Bank and the Swingline Lender as additional Lenders or any U.S. Lenders which is increasing its Commitment and hereunder in accordance with this Section 2.23(b) (v) each such new Lender being a “New Lender”), which New Lender may assume all or a portion of the increase shall be in an aggregate the amount of at least $5,000,000the Aggregate Commitments. If The U.S. Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of the Aggregate Commitments among Increasing Lenders and New Lenders. (c) Each New Lender designated by the U.S. Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the amount of the Aggregate Commitments upon its execution of an instrument of joinder (which may contain such modifications to this Agreement and terms and conditions relating thereto as may be necessary to ensure that such Commitments are treated as Commitments for all purposes under the Loan Documents), in each case prepared by the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (d) Subject to the foregoing, any increase in the Aggregate Commitments requested by the U.S. Borrower shall terminate or reduce be effective as of the date proposed by the U.S. Borrower (the “Increase Effective Date”) and shall be in the principal amount (the “Revolving Facility Increase”) equal to (i) the amount which the Increasing Lenders are willing to assume as increases to the amount of their Commitments plus (ii) the amount offered by the New Lenders with respect to the Aggregate Commitment, in either case as adjusted by the U.S. Borrower and the Administrative Agent pursuant to the last sentence of Section 2.4(b2.23(b). (e) hereofThe U.S. Borrower, it each applicable Increasing Lender and each applicable New Lender shall have no further right agree upon the Applicable Rate with respect to increase any Revolving Facility Increase prior to 2:00 p.m., Local Time, on the U.S. Commitments pursuant Increase Effective Date, provided that if such Applicable Rate would exceed the Applicable Rate with respect to this Section. U.S. Borrower any other Revolving Loans, the Applicable Rate with respect to any other Revolving Loans (including any prior Revolving Facility Increase) shall be required automatically increased to pay equal the Applicable Rate with respect to such Revolving Facility Increase. (f) On or prior to reimburse each applicable U.S. Lender for) any breakage costs incurred by any U.S. Lender in connection the Increase Effective Date, with the need respect to reallocate existing U.S. Loans among the U.S. Lenders following any increase in the U.S. Aggregate Commitments, the Administrative Agent shall notify each Lender of the amount required to be paid by or to such Lender so that the Revolving Loans held by the Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) shall be held by each Lender pro rata in accordance with the Commitments of the Lenders as adjusted pursuant to the last sentence of Section 2.23(b). Each Lender which is required to reduce the amount of Revolving Loans held by it (each such Lender, a “Decreasing Lender”) shall irrevocably assign, without recourse or warranty of any kind whatsoever (except that each Decreasing Lender warrants that it is the legal and beneficial owner of the Revolving Loans assigned by it under this provisionSection 2.23(f) and that such Revolving Loans are held by such Decreasing Lender free and clear of adverse claims), to each Increasing Lender and New Lender participating in the applicable increase in the Aggregate Commitments, and each applicable Increasing Lender and New Lender shall irrevocably acquire from the Decreasing Lenders, a portion of the principal amount of the Revolving Loans of each Decreasing Lender (collectively, the “Acquired Portion”) outstanding on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) in an amount such that the principal amount of the Revolving Loans held by each applicable Increasing Lender, New Lender and Decreasing Lender as of the Increase Effective Date shall be held in accordance with each such Lender’s Applicable Adjusted Percentage (if any) as of such date. Such assignment and acquisition shall be effective on the Increase Effective Date automatically and without any action required on the part of any party other than the payment by the applicable Increasing Lenders and New Lenders to the Administrative Agent for the account of the Decreasing Lenders of an aggregate amount equal to the Acquired Portion, which amount shall be allocated and paid by the Administrative Agent at or before 12:00 p.m. on the Increase Effective Date to the Decreasing Lenders pro rata based upon the respective reductions in the principal amount of the Revolving Loans held by such Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date). Each of the Administrative Agent and the Lenders shall adjust its records accordingly to reflect the payment of the Acquired Portion. The payments to be made in respect of the Acquired Portion shall be made by the applicable Increasing Lenders and New Lenders to the Administrative Agent in Dollars in immediately available funds at or before 11:00 a.m. on the Increase Effective Date, such payments to be made by the applicable Increasing Lenders and New Lenders pro rata based upon the respective increases in the amount of the Commitments held by such Lenders on the Increase Effective Date. To the extent any of the Revolving Loans acquired by the applicable Increasing Lenders and New Lenders from the Decreasing Lenders pursuant to Section 2.23(f) above are Eurodollar Loans and the Increase Effective Date is not the last day of an Interest Period for such Eurodollar Loans, the Decreasing Lenders shall be entitled to compensation from the Borrower as provided in Section 2.16 (as if the Borrowers had prepaid such Revolving Loans in an amount equal to the Acquired Portion on the Increase Effective Date).

Optional Increase. At any time after September 1prior to the Revolving Loan Maturity Date, 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 $20,000,000100,000,000, 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 4.3 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. Lenders Lender or any U.S. Lenders 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 after September 1, 2004 the 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 $20,000,00050,000,000, 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 4.3 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. Lenders or any U.S. 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.