Common use of Increase in Total Commitments Clause in Contracts

Increase in Total Commitments. (a) So long as no Default or Event of Default exists or would arise therefrom, the Borrower shall have the right at any time, and from time to time, to request an increase of the Total Commitments by an amount not to exceed $100,000,000 in the aggregate for all such requested increases. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use commercially reasonable efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (a)) to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Borrower (which approval shall not be unreasonably withheld). Each Commitment Increase shall be in such minimum amounts as the Administrative Agent in its reasonable discretion shall determine.

Increase in Total Commitments. (a) So At any time and from time to time on or after the Effective Date, so long as no Default or Event of Default then exists or would arise therefrom, (i) the Lead Borrower shall have the right at any time, and from time to time, to request an increase of the then outstanding Domestic Commitments (which Commitment Increase may take the form of a term loan tranche) by such amount as would cause the Domestic Total Commitments by not to exceed in the aggregate (A) $3,000,000,000 minus (B) the then outstanding Canadian Commitments (after taking into effect the amount of any increases in the Canadian Commitments requested pursuant to this SECTION 2.02(a) on or after the Effective Date), minus (C) all outstanding Tranche A-1 Loans, and (ii) the Canadian Borrower shall have the right to request an increase of the then outstanding Canadian Commitments to an amount not to exceed $100,000,000 in the aggregate for Canadian Total Commitment Increase Amount (which Commitment Increase may take the form of a term loan tranche). The Lead Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of any such requested increases. Any such requested increase shall be first made Commitment Increase; provided that, to all the extent existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested and Persons approached by the BorrowerLead Borrower have declined to provide the requested Commitment Increase, the Administrative Agent, in consultation with the Lead Borrower, will use commercially its reasonable best efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (a)) to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments Commitment Increase requested by the Lead Borrower and not accepted by and/or the existing Lenders Canadian Borrower (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), ; provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower or the Canadian Borrower, and as applicable, (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld), and (iii) each Additional Commitment Lender which is a Canadian Lender shall be in compliance with the provisions of SECTION 2.23(j). Each Commitment Increase (other than any such Commitment Increase made on the Effective Date) shall be in such a minimum amounts aggregate amount of at least $25,000,000 and in integral multiples of $5,000,000 in excess thereof. Each Additional Commitment Lender agreeing to provide a Commitment Increase pursuant to this SECTION 2.02(a) shall be entitled to receive interest, letter of credit fees and unused fees at the rates provided for Lenders. Moreover, that portion of the Commitment of each Additional Commitment Lender constituting a Commitment Increase made pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination Date, and (ii) shall otherwise be on the same terms as set forth in, and be entitled to the Administrative Agent in its reasonable discretion shall determinebenefits of, this Agreement and the other Loan Documents.

Increase in Total Commitments. (a) So At any time and from time to time on or after the Effective Date, so long as no Default or Event of Default then exists or would arise therefrom, (i) the Lead Borrower shall have the right at any time, and from time to time, to request an increase of the then outstanding Domestic Commitments by such amount as would cause the Domestic Total Commitments by not to exceed in the aggregate (A) $2,500,000,000 minus (B) the then outstanding Canadian Commitments (after taking into effect the amount of any increases in the Canadian Commitments requested pursuant to this SECTION 2.02(a) on or after the Effective Date), and (ii) the Canadian Borrower shall have the right to request an increase of the then outstanding Canadian Commitments to an amount not to exceed $100,000,000 in the aggregate for Canadian Total Commitment Increase Amount. The Lead Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of any such requested increases. Any such requested increase shall be first made Commitment Increase; provided that, to all the extent existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested and Persons approached by the BorrowerLead Borrower have declined to provide the requested Commitment Increase, the Administrative Agent, in consultation with the Lead Borrower, will use commercially its reasonable best efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (a)) to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments Commitment Increase requested by the Lead Borrower and not accepted by and/or the existing Lenders Canadian Borrower (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), ; provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower or the Canadian Borrower, and as applicable, (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld), and (iii) each Additional Commitment Lender which is a Canadian Lender shall be in compliance with the provisions of SECTION 2.23(j). Each Commitment Increase (other than any such Commitment Increase made on the Effective Date) shall be in such a minimum amounts aggregate amount of at least $25,000,000 and in integral multiples of $5,000,000 in excess thereof. Each Additional Commitment Lender agreeing to provide a Commitment Increase pursuant to this SECTION 2.02(a) shall be entitled to receive interest, letter of credit fees and unused fees at the rates provided for Lenders. Moreover, that portion of the Commitment of each Additional Commitment Lender constituting a Commitment Increase made pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination Date, and (ii) shall otherwise be on the same terms as set forth in, and be entitled to the Administrative Agent in its reasonable discretion shall determinebenefits of, this Agreement and the other Loan Documents.

Increase in Total Commitments. (a) So long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right at any time, and from time to time, to request an increase of the Total Commitments by an aggregate amount not to exceed $100,000,000 in the aggregate (for all such requested increasesrequests) not exceeding (i) $150,000,000, plus (ii) an amount equal to the amount of the Commitment of any Defaulting Lender whose Commitment has been terminated but who was not replaced by another Lender or other financial institution at the time of such termination, as adjusted to reflect any pro rata decrease in the Total Commitments pursuant to Section 2.17 hereof which occurred after such termination. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. At the time of sending such request, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its pro rata share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent, in consultation with the Lead Borrower, will use commercially its reasonable efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (a)) to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the BorrowerBorrowers, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Lead Issuing Banks Bank and the Lead Borrower (which approval shall not be unreasonably withheldwithheld or delayed). Each , and (iii) each Commitment Increase shall be in such minimum amounts as integral multiples of $1,000,000.00, provided that without the consent of the Administrative Agent (in its reasonable discretion consultation with the Lead Borrower), at no time shall determinethe Commitment of any Additional Commitment Lender which is not an existing Lender be less than $10,000,000.00.

Increase in Total Commitments. (a) So long as no Default or Event of Default exists or would arise therefrom, subject to the prior written consent of the Required Lenders, (i) the Lead Borrower shall have the right, at any time and from time to time after the Closing Date, to request an increase of the aggregate of the then outstanding Domestic Commitments by an amount not to exceed in the aggregate (A) $500,000,000 minus (B) the amount of any increases in the Canadian Commitments pursuant to this SECTION 2.02 after the Closing Date, and (ii) the Canadian Borrower shall have the right at any time, and from time to time, to request an increase of the Total aggregate of the Canadian Commitments by to an amount not to exceed $100,000,000 in the aggregate for all such requested increasesCanadian Total Commitment Increase Amount. Any such requested increase shall be first made to all existing Domestic Lenders or Canadian Lenders, as applicable, on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower or the Canadian Borrower, as applicable, the Administrative Agent, in consultation with the Lead Borrower, will use commercially its reasonable best efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (a)) to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the increase in the Domestic Total Commitments requested by the Lead Borrower or the Canadian Total Commitments requested by the Canadian Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower or the Canadian Borrower, as applicable, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld) and (iii) each Additional Commitment Lender which is a Canadian Lender shall be in compliance with the provisions of SECTION 2.23(j). Each Commitment Increase shall be in such a minimum amounts as the Administrative Agent aggregate amount of at least $100,000,000 and in its reasonable discretion shall determineintegral multiples of $25,000,000 in excess thereof.

Increase in Total Commitments. (a) So long as no Default or Event of Default exists or would arise therefrom, (i) the Borrower Canadian Borrowers shall have the right right, at any time, time and from time to timetime after the Closing Date, to request an increase of the Total aggregate of the then outstanding Canadian Facility Commitments by an amount not to exceed $100,000,000 in the aggregate for (A) $100,000,000 minus (B) the amount of any increases in the Total Commitments pursuant to this subsection 2.6 after the Closing Date and (ii) the U.S. Borrowers shall have the right, at any time and from time to time after the Closing Date, to request an increase of the aggregate of the then outstanding U.S. Facility Commitments by an amount not to exceed in the aggregate (A) $100,000,000 minus (B) the amount of any increases in the Total Commitments pursuant to this subsection 2.6 after the Closing Date. For avoidance of doubt, the aggregate increase of all such requested increasesTotal Commitments obtained by the Borrowers under this subsection 2.6 shall not exceed $100,000,000. Any such requested increase shall be first made to all applicable existing Lenders on a pro rata basis. To the extent that the such existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the BorrowerCanadian Borrowers or the U.S. Borrowers, as applicable, the Administrative Agent, in consultation with the Parent Borrower, will use commercially its reasonable best efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (a)) to become a Canadian Facility Lender or U.S. Facility Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments Canadian Facility Commitment requested by the Borrower Canadian Borrowers or the Total U.S. Facility Commitment requested by the U.S. Borrowers and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the BorrowerCanadian Borrowers or the U.S. Borrowers, as applicable, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of, (X) in the case of the U.S. Facility, the Administrative Agent, the U.S. Facility Issuing Banks Lender and the Borrower U.S. Borrowers and (which Y) in the case of the Canadian Facility, the Canadian Agent, the Canadian Facility Issuing Lender and the Canadian Borrowers (each such approval shall not to be unreasonably withheld)) and (iii) each Additional Commitment Lender which is a Canadian Facility Lender shall be in compliance with the provisions of subsection 4.15. Each Commitment Increase shall be in such a minimum amounts as the Administrative Agent aggregate amount of at least $20,000,000 and in its reasonable discretion shall determineintegral multiples of $5,000,000 in excess thereof.

Increase in Total Commitments. (a) So Request for Increase. At any time and from time to time prior to the Termination Date, so long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right at any time, and from time to time, to request an increase of the Total aggregate of the then outstanding Commitments (including the Letter of Credit Sublimit) by an amount as would cause the Total Commitments not to exceed $100,000,000 900,000,000 in the aggregate for all aggregate. The Administrative Agent and the Lead Borrower shall determine the effective date of such requested increases. Any increase and any such requested increase shall be first made available to all existing Lenders on a pro rata basis. To the extent that that, on or before the tenth (10th) day (or such shorter period as may be agreed by the Administrative Agent) following such request for an increase hereunder, the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, or fail to respond to such request for an increase, the Administrative Agent, in consultation with the Lead Borrower, will use commercially its reasonable best efforts to arrange for one or more other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (a)) to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower, and (ii) any Additional Commitment DB1/ 98023701.7 Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the Commitment of any Additional Lender under this Agreement be less than $10,000,000. Each Commitment Increase shall be in such a minimum amounts as the Administrative Agent aggregate amount of at least $25,000,000 and in its reasonable discretion shall determineintegral multiples of $5,000,000 in excess thereof.

Increase in Total Commitments. (a) So long as no Default or Event of Default exists or would arise therefrom, (i) the Borrower Canadian Borrowers shall have the right right, at any time, time and from time to timetime after the Closing Date, to request an increase of the Total aggregate of the then outstanding Canadian Facility Commitments by an amount not to exceed $100,000,000 in the aggregate for (A) $200,000,000 minus (B) the amount of any increases in the Total Commitments pursuant to this subsection 2.9 after the Closing Date and (ii) the U.S. Borrowers shall have the right, at any time and from time to time after the Closing Date, to request an increase of the aggregate of the then outstanding U.S. Facility Commitments by an amount not to exceed in the aggregate (A) $200,000,000 minus (B) the amount of any increases in the Total Commitments pursuant to this subsection 2.9 after the Closing Date. For avoidance of doubt, the aggregate increase of all such requested increasesTotal Commitments obtained by the Borrowers under this subsection 2.9 shall not exceed $200,000,000. Any such requested increase shall be first made to all applicable existing Lenders on a pro rata basis. To the extent that the such existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the BorrowerCanadian Borrowers or the U.S. Borrowers, as applicable, the Administrative Agent, in consultation with the Parent Borrower, will use commercially its reasonable best efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (a)) to become a Canadian Facility Lender or U.S. Facility Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments Canadian Facility Commitment requested by the Borrower Canadian Borrowers or the Total U.S. Facility Commitment requested by the U.S. Borrowers and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the BorrowerCanadian Borrowers or the U.S. Borrowers, as applicable, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of, (X) in the case of the U.S. Facility, the Administrative Agent, the U.S. Facility Issuing Banks Lender and the Borrower U.S. Borrowers and (which Y) in the case of the Canadian Facility, the Canadian Agent, the Canadian Facility Issuing Lender and the Canadian Borrowers (each such approval shall not to be unreasonably withheld)) and (iii) each Additional Commitment Lender which is a Canadian Facility Lender shall be in compliance with the provisions of subsection 4.15. Each Commitment Increase shall be in such a minimum amounts as the Administrative Agent aggregate amount of at least $25,000,000 and in its reasonable discretion shall determineintegral multiples of $25,000,000 in excess thereof.

Increase in Total Commitments. (a) So At any time and from time to time on or after the Effective Date, so long as no Default or Event of Default then exists or would arise therefrom, (i) the Lead Borrower shall have the right at any time, and from time to time, to request an increase of the then outstanding Domestic Commitments by such amount as would cause the Domestic Total Commitments by not to exceed in the aggregate (A) $3,000,000,000 minus (B) the then outstanding Canadian Commitments (after taking into effect the amount of any increases in the Canadian Commitments requested pursuant to this SECTION 2.02(a) on or after the Effective Date), and (ii) the Canadian Borrower shall have the right to request an increase of the then outstanding Canadian Commitments to an amount not to exceed $100,000,000 in the aggregate for Canadian Total Commitment Increase Amount. The Lead Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of any such requested increases. Any such requested increase shall be first made Commitment Increase; provided that, to all the extent existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested and Persons approached by the BorrowerLead Borrower have declined to provide the requested Commitment Increase, the Administrative Agent, in consultation with the Lead Borrower, will use commercially its reasonable best efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (a)) to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments Commitment Increase requested by the Lead Borrower and not accepted by and/or the existing Lenders Canadian Borrower (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), ; provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower or the Canadian Borrower, and as applicable, (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld), and (iii) each Additional Commitment Lender which is a Canadian Lender shall be in compliance with the provisions of SECTION 2.23(j). Each Commitment Increase (other than any such Commitment Increase made on the Effective Date) shall be in such a minimum amounts aggregate amount of at least $25,000,000 and in integral multiples of $5,000,000 in excess thereof. Each Additional Commitment Lender agreeing to provide a Commitment Increase pursuant to this SECTION 2.02(a) shall be entitled to receive interest, letter of credit fees and unused fees at the rates provided for Lenders. Moreover, that portion of the Commitment of each Additional Commitment Lender constituting a Commitment Increase made pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination Date, and (ii) shall otherwise be on the same terms as set forth in, and be entitled to the Administrative Agent in its reasonable discretion shall determinebenefits of, this Agreement and the other Loan Documents.