Common use of Participation Increase Clause in Contracts

Participation Increase. (i) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time to time that the aggregate Participations hereunder be increased by an aggregate amount not to exceed $250,000,000 in total for the Facilities. The Borrower may (I) request one or more of the Lenders to increase the amount of its Participation (which request shall be in writing and sent to the Administrative Agent to forward to such Lender or Lenders) 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, provided that the identification and arrangement of each Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. In no event may any Lender’s Participation 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 Participations 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 any obligation whatsoever to increase the amount of its Participation, and each Lender may at its option, unconditionally and without cause, decline to increase its Participation. (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Participation hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to that effect with the Borrower and the Administrative Agent, substantially in the form of Exhibit F (a “Participation Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Participation of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Participation, Schedule 1.1 shall, without further action, be deemed to have been amended appropriately to reflect the increased Participation of such Increasing Lender. Any Other Lender which is willing to become a party hereto and a Lender hereunder (and which arrangement to become a party hereto and a Lender hereunder has been consulted by the Borrower with the Administrative Agent) shall enter into a written agreement with the Borrower and the Administrative Agent, substantially in the form of Exhibit G (an “Additional Lender Supplement”), which agreement shall specify, among other things, its Participation hereunder. When such Other Lender becomes a Lender hereunder as set forth in the Additional Lender Supplement, Schedule 1.1 shall, without further action, be deemed to have been amended as appropriate to reflect the Participation of such Other Lender. Upon the execution by the Administrative Agent, the Borrower and such Other Lender of such Additional Lender Supplement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Participation shall be the amount specified in its Additional Lender Supplement. Each Other Lender which executes and delivers an Additional Lender Supplement and becomes a party hereto and a “Lender” hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an “Additional Lender.” (iii) In no event shall an increase in a Lender’s Participation or the Participation of an Other Lender become effective until the Administrative Agent shall have received an acknowledgement and consent from the Guarantor that the Guaranty Agreement remains valid and enforceable. In no event shall an increase in a Lender’s Participation or the Participation of an Other Lender which results in the Total Participations of all Lenders hereunder exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Guarantor authorizing the borrowings by the Borrower contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Guarantor. Upon the effectiveness of the increase in a Lender’s Participation or the Participation of an Other Lender pursuant to the preceding sentence and execution by an Increasing Lender of a Participation Increase Supplement or by an Additional Lender of an Additional Lender Supplement, the Borrower shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding Loans, as shall be required to cause the aggregate outstanding principal amount of Loans owing to each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Adjusted Total Participations hereunder after giving effect to any increase thereof. The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense incurred as a result of any such prepayment in accordance with Section 2.15, as applicable. (iv) No Other Lender may become an Additional Lender unless an Additional Lender Supplement (or counterparts thereof) has been signed by such bank or financial institution and which Additional Lender Supplement has been agreed to and acknowledged by the Borrower and acknowledged by the Administrative Agent. No consent of any Lender or acknowledgment of any of the other Lenders hereunder shall be required therefor. In no event shall the Participation of any Lender be increased by reason of any bank or financial institution becoming an Additional Lender, or otherwise, but the Total Participations hereunder shall be increased by the amount of each Additional Lender’s Participation. Upon any Lender entering into a Participation Increase Supplement or any Additional Lender becoming a party hereto, the Administrative Agent shall notify each other Lender thereof and shall deliver to each Lender a copy of the Additional Lender Supplement executed by such Additional Lender and agreed to and acknowledged by the Borrower and acknowledged by the Administrative Agent, and the Participation Supplement executed by such Increasing Lender and agreed to and acknowledged by the Borrower and acknowledged by the Administrative Agent.

Participation Increase. (i) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time to time that the aggregate Participations hereunder be increased by an aggregate amount not to exceed $250,000,000 in total for the Facilities. The Borrower may (I) request one or more of the Lenders to increase the amount of its Participation (which request shall be in writing and sent to the Administrative Agent to forward to such Lender or Lenders) 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, provided that the identification and arrangement of each Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. In no event may any Lender’s Participation be increased without the prior written consent of such LenderXxxxxx, and the failure of any Lender to respond to the Borrower’s request for an increase shall be deemed a rejection by such Lender Xxxxxx of the Borrower’s request. The aggregate Participations 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 any obligation whatsoever to increase the amount of its Participation, and each Lender may at its option, unconditionally and without cause, decline to increase its Participation. (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Participation hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to that effect with the Borrower and the Administrative Agent, substantially in the form of Exhibit F (a “Participation Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Participation of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Participation, Schedule 1.1 shall, without further action, be deemed to have been amended appropriately to reflect the increased Participation of such Increasing Lender. Any Other Lender which is willing to become a party hereto and a Lender hereunder (and which arrangement to become a party hereto and a Lender hereunder has been consulted by the Borrower with the Administrative Agent) shall enter into a written agreement with the Borrower and the Administrative Agent, substantially in the form of Exhibit G (an “Additional Lender Supplement”), which agreement shall specify, among other things, its Participation hereunder. When such Other Lender becomes a Lender hereunder as set forth in the Additional Lender Supplement, Schedule 1.1 shall, without further action, be deemed to have been amended as appropriate to reflect the Participation of such Other Lender. Upon the execution by the Administrative Agent, the Borrower and such Other Lender of such Additional Lender Supplement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Participation shall be the amount specified in its Additional Lender Supplement. Each Other Lender which executes and delivers an Additional Lender Supplement and becomes a party hereto and a “Lender” hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an “Additional Lender.” (iii) In no event shall an increase in a Lender’s Participation or the Participation of an Other Lender become effective until the Administrative Agent shall have received an acknowledgement and consent from the Guarantor that the Guaranty Agreement remains valid and enforceable. In no event shall an increase in a Lender’s Participation or the Participation of an Other Lender which results in the Total Participations of all Lenders hereunder exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Guarantor authorizing the borrowings by the Borrower contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Guarantor. Upon the effectiveness of the increase in a Lender’s Participation or the Participation of an Other Lender pursuant to the preceding sentence and execution by an Increasing Lender of a Participation Increase Supplement or by an Additional Lender of an Additional Lender Supplement, the Borrower shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding Loans, as shall be required to cause the aggregate outstanding principal amount of Loans owing to each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such LenderXxxxxx’s share of the Adjusted Total Participations hereunder after giving effect to any increase thereof. The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense incurred as a result of any such prepayment in accordance with Section 2.15, as applicable. (iv) No Other Lender may become an Additional Lender unless an Additional Lender Supplement (or counterparts thereof) has been signed by such bank or financial institution and which Additional Lender Supplement has been agreed to and acknowledged by the Borrower and acknowledged by the Administrative Agent. No consent of any Lender or acknowledgment of any of the other Lenders hereunder shall be required therefor. In no event shall the Participation of any Lender be increased by reason of any bank or financial institution becoming an Additional Lender, or otherwise, but the Total Participations hereunder shall be increased by the amount of each Additional Lender’s Participation. Upon any Lender entering into a Participation Increase Supplement or any Additional Lender becoming a party hereto, the Administrative Agent shall notify each other Lender thereof and shall deliver to each Lender a copy of the Additional Lender Supplement executed by such Additional Lender and agreed to and acknowledged by the Borrower and acknowledged by the Administrative Agent, and the Participation Supplement executed by such Increasing Lender and agreed to and acknowledged by the Borrower and acknowledged by the Administrative Agent.

Participation Increase. (i) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time to time that the aggregate Participations hereunder be increased by an aggregate amount not to exceed $250,000,000 in total for the Facilities. The Borrower may (I) request one or more of the Lenders to increase the amount of its Participation (which request shall be in writing and sent to the Administrative Agent to forward to such Lender or Lenders) 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, provided that the identification and arrangement of each Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. In no event may any Lender’s Participation be increased without the prior written consent of such LenderLxxxxx, and the failure of any Lender to respond to the Borrower’s request for an increase shall be deemed a rejection by such Lender Lxxxxx of the Borrower’s request. The aggregate Participations 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 any obligation whatsoever to increase the amount of its Participation, and each Lender may at its option, unconditionally and without cause, decline to increase its Participation. (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Participation hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to that effect with the Borrower and the Administrative Agent, substantially in the form of Exhibit F (a “Participation Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Participation of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Participation, Schedule 1.1 shall, without further action, be deemed to have been amended appropriately to reflect the increased Participation of such Increasing Lender. Any Other Lender which is willing to become a party hereto and a Lender hereunder (and which arrangement to become a party hereto and a Lender hereunder has been consulted by the Borrower with the Administrative Agent) shall enter into a written agreement with the Borrower and the Administrative Agent, substantially in the form of Exhibit G (an “Additional Lender Supplement”), which agreement shall specify, among other things, its Participation hereunder. When such Other Lender becomes a Lender hereunder as set forth in the Additional Lender Supplement, Schedule 1.1 shall, without further action, be deemed to have been amended as appropriate to reflect the Participation of such Other Lender. Upon the execution by the Administrative Agent, the Borrower and such Other Lender of such Additional Lender Supplement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Participation shall be the amount specified in its Additional Lender Supplement. Each Other Lender which executes and delivers an Additional Lender Supplement and becomes a party hereto and a “Lender” hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an “Additional Lender.” (iii) In no event shall an increase in a Lender’s Participation or the Participation of an Other Lender become effective until the Administrative Agent shall have received an acknowledgement and consent from the Guarantor that the Guaranty Agreement remains valid and enforceable. In no event shall an increase in a Lender’s Participation or the Participation of an Other Lender which results in the Total Participations of all Lenders hereunder exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Guarantor authorizing the borrowings by the Borrower contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Guarantor. Upon the effectiveness of the increase in a Lender’s Participation or the Participation of an Other Lender pursuant to the preceding sentence and execution by an Increasing Lender of a Participation Increase Supplement or by an Additional Lender of an Additional Lender Supplement, the Borrower shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding Loans, as shall be required to cause the aggregate outstanding principal amount of Loans owing to each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such LenderLxxxxx’s share of the Adjusted Total Participations hereunder after giving effect to any increase thereof. The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense incurred as a result of any such prepayment in accordance with Section 2.15, as applicable. (iv) No Other Lender may become an Additional Lender unless an Additional Lender Supplement (or counterparts thereof) has been signed by such bank or financial institution and which Additional Lender Supplement has been agreed to and acknowledged by the Borrower and acknowledged by the Administrative Agent. No consent of any Lender or acknowledgment of any of the other Lenders hereunder shall be required therefor. In no event shall the Participation of any Lender be increased by reason of any bank or financial institution becoming an Additional Lender, or otherwise, but the Total Participations hereunder shall be increased by the amount of each Additional Lender’s Participation. Upon any Lender entering into a Participation Increase Supplement or any Additional Lender becoming a party hereto, the Administrative Agent shall notify each other Lender thereof and shall deliver to each Lender a copy of the Additional Lender Supplement executed by such Additional Lender and agreed to and acknowledged by the Borrower and acknowledged by the Administrative Agent, and the Participation Supplement executed by such Increasing Lender and agreed to and acknowledged by the Borrower and acknowledged by the Administrative Agent.