Common use of Increase in Total Commitment Clause in Contracts

Increase in Total Commitment. (a) The Borrowers, the Agent and any Lender or any other Person qualifying as an Eligible Assignee but for the absence of an assignment, or any combination of such Lenders and such Persons (collectively, “New Lenders”), may (in their sole discretion) enter into one or more amendment agreements substantially in the form of Exhibit G attached hereto and incorporated herein by reference without further approval of the Lenders (or any other New Lender) pursuant to which each New Lender agrees to incur or increase, as the case may be, its Commitment so as to make available to the Borrowers, subject to all conditions herein set forth, Loans in the maximum aggregate Euro Equivalent Amount (for all New Lenders) of up to €50,000,000 thereby increasing the Total Commitment to up to the Euro Equivalent Amount of €300,000,000; provided that (i) each such increase shall be in an amount at least equal to €10,000,000 or an integral multiple of €5,000,000 in excess thereof; (ii) the Borrowers shall execute and deliver to the Agent (A) board resolutions of each Borrower certified by its secretary or assistant secretary approving and adopting such Commitment increase and authorizing the execution and delivery of the instruments relating thereto, and (B) the legal opinions of the General Counsel of the Guarantor and special counsel to the Borrowers as to the due authorization, execution and delivery of such instruments, the enforceability thereof and no conflict thereof with the Organizational Documents, by-laws and material agreements of the Guarantor and the Borrowers or with any applicable laws, rules or regulations, all in form and substance substantially similar to such opinions delivered on the Closing Date in satisfaction of Section 5.1(a)(ii); and (iii) no Default or Event of Default then exists or would arise as a result of any such increase. (b) Upon the execution, delivery and acceptance of the documents required by this Section 2.3, each New Lender shall have all of the rights and obligations of a Lender under this Agreement. The Agent shall provide the Lenders with notice of the revised Total Commitment and the revised Applicable Commitment Percentages of the Lenders, including the New Lenders. (c) Upon the effectiveness of an increase provided for in this Section 2.3, if any Loans are outstanding, the Borrowers shall at their option do one of the following: (i) prepay to certain Lenders such amount of such Loans as may be then outstanding and borrow from certain other Lenders new Loans as are necessary so that, after giving effect to such prepayments and borrowings on such date of all or any portion of the relevant increase of the Total Commitment, the principal balance of all outstanding Loans owing to each Lender is equivalent to each such Lender’s Applicable Commitment Percentage (after giving effect to any nonratable increase in the Total Commitment resulting from the exercise of an increase pursuant to this Section 2.3) of the then Outstandings; or (ii) borrow from each new Lender an amount in immediately available funds as is necessary so that, after giving effect to such borrowings on such date of all or any portion of the relevant increase of the Total Commitment, the principal balance of all outstanding Loans owing to each Lender is equivalent to each such Lender’s Applicable Commitment Percentage (after giving effect to any nonratable increase in the Total Commitment resulting from the exercise of an increase pursuant to this Section 2.3) of the then Outstandings, (x) such new borrowings to be denominated in the appropriate currencies and allocated on a pro rata basis to each outstanding Interest Period hereunder (without regard to the requirements and limitations set forth in the definition of Interest Period) such that the last day of the Interest Periods for the borrowings under this Section 2.3 coincide with the last day of the Interest Periods applicable to the outstanding Loans before giving effect to the increase of the Total Commitment and (y) the Euribor Rate or Offshore Rate, as the case may be, applicable to each such borrowing for the period prior to the end of the Interest Period to which it is allocated to be as agreed between each new Lender and the Agent.

Increase in Total Commitment. At any time and from time to time prior to the second anniversary of the Closing Date, the Agent may, at the written request of the Borrower, increase the Total Commitment by (i) increasing the Commitment of any Bank (each, an "Increasing Bank"), or (ii) admitting additional Banks hereunder (each, a "Subsequent Bank"), subject to the following conditions: (a) The Borrowers, Each Subsequent Bank shall meet the Agent and any Lender or any other Person qualifying as conditions for an Eligible Assignee but for the absence of an assignment, or any combination of such Lenders and such Persons (collectively, “New Lenders”), may (in their sole discretion) enter into one or more amendment agreements substantially in the form of Exhibit G attached hereto and incorporated herein by reference without further approval of the Lenders (or any other New Lender) pursuant to which each New Lender agrees to incur or increase, as the case may be, its Commitment so as to make available to the Borrowers, subject to all conditions herein set forth, Loans in the maximum aggregate Euro Equivalent Amount (for all New Lenders) of up to €50,000,000 thereby increasing the Total Commitment to up to the Euro Equivalent Amount of €300,000,000; provided that (i) each such increase shall be in an amount at least equal to €10,000,000 or an integral multiple of €5,000,000 in excess thereofunder Section 18.1 hereof; (iib) The Borrower shall execute new Notes, payable to the Borrowers order of each Subsequent Bank (if any), and a replacement Note payable to the order of each Increasing Bank (if any), as applicable; (c) Each Subsequent Bank shall execute and deliver to the Agent (A) board resolutions of each Borrower certified by its secretary or assistant secretary approving and adopting such Commitment increase and authorizing the execution and delivery of the instruments relating thereto, and (B) the legal opinions of the General Counsel of the Guarantor and special counsel a joinder to the Borrowers as to the due authorization, execution and delivery of such instruments, the enforceability thereof and no conflict thereof with the Organizational Documents, by-laws and material agreements of the Guarantor and the Borrowers or with any applicable laws, rules or regulations, all this Agreement in form and substance substantially similar satisfactory to such opinions delivered on the Closing Date in satisfaction of Section 5.1(a)(ii); andAgent; (iiid) no The Borrower and the Agent shall have executed modifications of the Security Documents and other Loan Documents to reflect the increase in the Total Commitment and the Borrower shall have paid to the Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Security Documents and other Loan Documents or increase in the Total Commitment; (e) After giving effect to the admission of any Subsequent Bank or the increase in the Commitment of any Increasing Bank, the Total Commitment does not exceed $25,000,000; (f) Each increase in the Total Commitment shall be in the amount of at least $5,000,000, or a greater integral multiple of $1,000,000; (g) No admission of any Subsequent Bank shall increase the Total Commitment of any existing Bank without the written consent of such Bank; (h) All of the representations and warranties of the Borrower in the Loan Documents shall be true and correct as of the effective date of the increase in the Total Commitment (or if such representations and warranties by their terms relate solely to an earlier date, then as of such earlier date); (i) No Default or Event of Default then exists or would arise as a result of any such increase.exists; (bj) Upon No Bank shall be an Increasing Bank without the execution, delivery and acceptance of the documents required by this Section 2.3, each New Lender shall have all of the rights and obligations of a Lender under this Agreement. The Agent shall provide the Lenders with notice of the revised Total Commitment and the revised Applicable Commitment Percentages of the Lenders, including the New Lenders. (c) Upon the effectiveness of an increase provided for in this Section 2.3, if any Loans are outstanding, the Borrowers shall at their option do one of the following: (i) prepay to certain Lenders such amount written consent of such Loans as may be then outstanding and borrow from certain other Lenders new Loans as are necessary so that, after giving effect to such prepayments and borrowings on such date of all or any portion of the relevant increase of the Total Commitment, the principal balance of all outstanding Loans owing to each Lender is equivalent to each such Lender’s Applicable Commitment Percentage (after giving effect to any nonratable increase in the Total Commitment resulting from the exercise of an increase pursuant to this Section 2.3) of the then Outstandings; or (ii) borrow from each new Lender an amount in immediately available funds as is necessary so that, after giving effect to such borrowings on such date of all or any portion of the relevant increase of the Total Commitment, the principal balance of all outstanding Loans owing to each Lender is equivalent to each such Lender’s Applicable Commitment Percentage (after giving effect to any nonratable increase in the Total Commitment resulting from the exercise of an increase pursuant to this Section 2.3) of the then Outstandings, (x) such new borrowings to be denominated in the appropriate currencies and allocated on a pro rata basis to each outstanding Interest Period hereunder (without regard to the requirements and limitations set forth in the definition of Interest Period) such that the last day of the Interest Periods for the borrowings under this Section 2.3 coincide with the last day of the Interest Periods applicable to the outstanding Loans before giving effect to the increase of the Total Commitment and (y) the Euribor Rate or Offshore Rate, as the case may be, applicable to each such borrowing for the period prior to the end of the Interest Period to which it is allocated to be as agreed between each new Lender and the Agent.Bank;