Common use of Increase in Aggregate Commitment Clause in Contracts

Increase in Aggregate Commitment. The Borrower may, at its option, on one or more occasions, seek to increase the Aggregate Commitments by up to $500,000,000 up to a maximum Aggregate Commitment of $2,000,000,000 upon at least fifteen (15) Domestic Business Days’ prior notice to the Administrative Agent, which notice shall specify the amount of any such requested increase and shall be delivered at a time when no Event of Default (or event which would constitute an Event of Default but for the requirement that notice be given or time elapse or both) has occurred and is continuing. The Administrative Agent, in consultation with the Borrower, will offer the increase in the Aggregate Commitments to banks or other financial institutions (which increase may be declined by any Bank in its sole discretion). The Banks (new or existing) shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Bank accepting a new or increased Commitment, of a direct (in the case of Advances) or participation (in the case of Letters of Credit) interest in each then outstanding Advance and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Banks in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility, utilization and letter of credit fees. If such assignments are made other than on the last day of the relevant Interest Period for the Advance being assigned, the Borrower shall, upon demand by any assigning Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank any amounts required to compensate such Bank for any direct out-of-pocket losses, costs or expenses which it may reasonably incur as a result of such assignment, including, without limitation, any such loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund or maintain the Advance being assigned. No increase in the Aggregate Commitments shall become effective until (i) the existing Bank or new Bank extending such incremental commitment amount and the Borrower shall have executed and delivered to the Administrative Agent an agreement in writing in form and substance reasonably acceptable to the Administrative Agent pursuant to which such Bank states its Commitment and agrees to assume and accept the obligations and rights of a Bank hereunder and (ii) the Borrower has provided the Administrative Agent with such related certificates, opinions and other documents as the Administrative Agent may reasonably request.

Increase in Aggregate Commitment. The Borrower may, at its option, on one or more occasions, seek shall also have the right from time to time to increase the Aggregate Commitments by up to $500,000,000 Commitment up to a maximum Aggregate Commitment of $2,000,000,000 upon at least fifteen 300,000,000 by either adding new lenders as Lenders (15) Domestic Business Days’ prior notice subject to the Administrative Agent's prior written approval of the identity of such new lenders) or obtaining the agreement, which notice shall specify the amount of any such requested increase and shall be delivered at a time when no Event such Lender's or Lenders' sole discretion, of Default (one or event which would constitute more of the then current Lenders to increase its or their Commitments. Such increases shall be evidenced by the execution and delivery of an Event Amendment Regarding Increase in the form of Default but for the requirement that notice be given or time elapse or both) has occurred and is continuing. The Administrative Agent, in consultation with Exhibit I attached hereto by the Borrower, will offer the Agent and the new lender or existing Lender providing such additional Commitment, a copy of which shall be forwarded to each Lender by the Agent promptly after execution thereof. On the effective date of each such increase in the Aggregate Commitments to banks or other financial institutions (which increase may be declined by any Bank in its sole discretion). The Banks (new or existing) shall accept an assignment from Commitment, the existing Banks, Borrower and the existing Banks Agent shall make an assignment to cause the new or existing Bank accepting Lenders providing such increase, by either funding more than its or their Pro Rata Share of new Ratable Advances made on such date or purchasing shares of outstanding ratable Loans held by the other Lenders or a combination thereof, to hold its or their Pro Rata Share of all Ratable Advances outstanding at the close of business on such day (provided that any purchase of shares of outstanding Ratable Advances shall be subject to payment by Borrower of the amount that would have been due under Section 3.4 if the portion of such Ratable Advance purchased had been repaid). The Lenders agree to cooperate in any required sale and purchase of outstanding Ratable Advances to achieve such result. In no event will such new or increased Commitment, of a direct (in existing Lenders providing the case of Advances) or participation (in the case of Letters of Credit) interest in each then outstanding Advance and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Banks in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall increase be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility, utilization and letter of credit fees. If such assignments are made other than on the last day of the relevant Interest Period for the Advance being assigned, the Borrower shall, upon demand by any assigning Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank any amounts required to compensate such Bank for any direct out-of-pocket losses, costs or expenses which it may reasonably incur as a result of such assignment, including, without limitation, any such loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund or maintain the Advance being assignedpurchase a portion of any Competitive Bid Loan or Swingline Loan to comply with this Section on such date. No increase in In no event shall the Aggregate Commitments shall become effective until (i) Commitment exceed $300,000,000 without the existing Bank or new Bank extending such incremental commitment amount and approval of all of the Borrower shall have executed and delivered to the Administrative Agent an agreement in writing in form and substance reasonably acceptable to the Administrative Agent pursuant to which such Bank states its Commitment and agrees to assume and accept the obligations and rights of a Bank hereunder and (ii) the Borrower has provided the Administrative Agent with such related certificates, opinions and other documents as the Administrative Agent may reasonably requestLenders.