Common use of Increase in Aggregate Commitments Clause in Contracts

Increase in Aggregate Commitments. (a) Borrower may, at any time after a Successful Syndication (but no more than once in any consecutive 12-month period), by written notice to the Administrative Agent, request an increase in the aggregate amount of the Revolving Commitments by not less than $5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a Business Day that is no later than the Original Stated Termination Date. (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Revolving Commitments at any time exceed $150,000,000, and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.2 shall be satisfied as if the proposed Commitment Increase constituted a Credit Extension. The Administrative Agent shall promptly notify the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments.

Increase in Aggregate Commitments. (a) Borrower The Company may, at any time after a Successful Syndication (but no more than once in any consecutive 12-month period), by written notice to the Administrative Agent, request executed by the Company and one or more financial institutions (any such financial institution, which may include any Lender, being called an increase “Increasing Lender”), cause Commitments to be extended by the Increasing Lenders in an amount for each Increasing Lender set forth in such notice; provided, that, (i) the aggregate amount of all new Commitments established pursuant to increases effected pursuant to this Section 2.15 during the Revolving Commitments by term of this Agreement shall in no event exceed $350,000,000, (ii) each Increasing Lender, if not less than $5,000,000 already a Lender hereunder, shall (each A) have a Commitment, immediately after the effectiveness of such proposed increase, of at least $25,000,000, (B) be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld), the L/C Issuer, each U.S. Swing Line Lender, and each Euro Swing Line Lender, and (C) become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Company (each, an “Accession Agreement”), and (iii) the decision of any existing Lender to become an Increasing Lender shall be in the sole discretion of such Lender, and no existing Lender shall be required to increase its Commitment Increase”) hereunder. New Commitments and increases in Commitments pursuant to be this Section 2.15 shall become effective as of a Business Day that is no later than on the Original Stated Termination Date. (the “Increase Date”) as date specified in the related notice applicable notices delivered pursuant to this Section 2.15, subject to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount satisfaction of the Revolving Commitments at any time exceed $150,000,000, and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.2 2.15(b). Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (1) such Increasing Lender shall thereafter be deemed to be a party to this Agreement as a Lender and shall be satisfied as if entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder, and (2) Schedule 2.01 shall be deemed to have been amended to reflect the proposed Commitment Increase constituted a Credit Extension. The Administrative Agent shall promptly notify the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Date”). Each Increasing Lender that is willing to participate as provided in such requested Commitment Increase (eachAccession Agreement. Upon the effectiveness of any increase pursuant to this Section 2.15, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior with respect to the Commitment Date of the amount by which it a Lender already a party hereto that is willing being increased pursuant to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increasesuch increase, the requested Commitment Increase Schedule 2.01 shall be allocated deemed to each Lender willing have been amended to participate therein in an amount equal to reflect the increased Commitment Increase multiplied by the ratio of each such Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments.

Increase in Aggregate Commitments. (a) The Borrower mayshall have the option, at any without the consent of the Lenders or LC Issuers, from time after a Successful Syndication to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (but no more than once in any consecutive 12-month periodsuch approval not to be unreasonably withheld), by written notice to this Agreement one or more financial institutions as Lenders (collectively, the Administrative Agent, request an increase in the aggregate amount of the Revolving Commitments by not less than $5,000,000 (each such proposed increase, a “Commitment IncreaseNew Lenders”) or by allowing one or more Lenders to be effective as of a Business Day that is no later than the Original Stated Termination Date. (the “Increase Date”) as specified in the related notice to the Administrative Agentincrease their respective Commitments; provided, however, that that: (i) in prior to and after giving effect to the increase, no event Event of Default shall the aggregate amount of the Revolving Commitments at any time exceed $150,000,000, have occurred hereunder and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.2 shall be satisfied as if the proposed Commitment Increase constituted a Credit Extension. The Administrative Agent shall promptly notify the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increasecontinuing, (ii) no such increase shall cause the proposed Increase Date and Aggregate Commitments to exceed $7,000,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iv) such increase shall be evidenced by a commitment increase agreement in form and substance acceptable to the date Administrative Agent and executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which Lenders wishing to participate in shall indicate the Commitment Increase must commit to an amount and allocation of such increase in the amount Aggregate Commitments and the effective date of their respective Revolving Commitments such increase (the “Commitment Increase Effective Date”). Each financial institution that becomes a New Lender that is willing pursuant to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on or prior the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 3.07) to the Commitment Date extent necessary to keep the outstanding Loans of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each ratable with such Lender’s Proposed Increased Commitment revised Applicable Percentage after giving effect to any nonratable increase in the aggregate amount of Proposed Increased CommitmentsAggregate Commitments under this Section.

Increase in Aggregate Commitments. (a) The Borrower mayshall have the option, at any without the consent of the Lenders, from time after a Successful Syndication to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (but no more than once in any consecutive 12-month periodsuch approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by written notice allowing one or more Lenders to increase their respective Commitments; provided however that: (i) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall cause the Aggregate Commitments to exceed $800,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iv) such increase shall be evidenced by a commitment increase agreement in form and substance acceptable to the Administrative Agent and executed by the Borrower, the Administrative Agent, request an New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the aggregate amount Aggregate Commitments and the effective date of the Revolving Commitments by not less than $5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a Business Day that is no later than the Original Stated Termination Date. increase (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Revolving Commitments at any time exceed $150,000,000, and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.2 shall be satisfied as if the proposed Commitment Increase constituted a Credit Extension. The Administrative Agent shall promptly notify the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Effective Date”). Each financial institution that becomes a New Lender that is willing pursuant to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on or prior the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 3.06) to the Commitment Date extent necessary to keep the outstanding Loans of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each ratable with such Lender’s Proposed Increased Commitment revised Applicable Percentage after giving effect to any nonratable increase in the aggregate amount of Proposed Increased CommitmentsAggregate Commitments under this Section.

Increase in Aggregate Commitments. (a) The Borrower may, at any time after its option, seek to increase the Aggregate Commitment by up to an aggregate amount of $100,000,000 (resulting in a Successful Syndication maximum Aggregate Commitment of $400,000,000) in a minimum amount of $20,000,000 and in integral multiples of $5,000,000 in excess thereof, upon at least three (but no more than once in any consecutive 12-month period), by 3) Business Days’ prior written notice to the Administrative Agent, request an which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Borrower may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the aggregate amount of Aggregate Commitment on either a ratable basis to the Revolving Commitments by not less than $5,000,000 (each such proposed increase, Lenders or on a “Commitment Increase”) non pro-rata basis to be effective as of a Business Day that is no later than the Original Stated Termination Date. (the “Increase Date”) as specified in the related notice one or more Lenders and/or to other lenders or entities reasonably acceptable to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Revolving Commitments at any time exceed $150,000,000, and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.2 shall be satisfied as if the proposed Commitment Increase constituted a Credit Extension. The Administrative Agent shall promptly notify the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an No increase in the Aggregate Commitment shall become effective until the existing or new Lenders extending such incremental Commitment amount of their respective Revolving Commitments (and the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice Borrower shall have delivered to the Administrative Agent on or prior a document in form and substance reasonably satisfactory to the Commitment Date of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing pursuant to increase which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment or sell a sub-participation to the new or existing Lender accepting a new or increased Commitment, of an interest or sub-participation in each then outstanding Advance and Letter of Credit such that, after giving effect thereto, all Revolving Credit Exposure is held ratably by the Lenders in proportion to their respective Revolving Commitments by an aggregate amount that exceeds Applicable Percentages. Assignments pursuant to the amount of the requested Commitment Increase, the requested Commitment Increase preceding sentence shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio 23 of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments.82

Increase in Aggregate Commitments. (a) Borrower may, at any time after a Successful Syndication Provided there exists no Default (but and no more than once in any consecutive 12-month periodDefault would result therefrom), by written upon notice from the Administrative Borrower to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers may from time to time, request an increase in the Aggregate Commitments in an aggregate amount of the Revolving Commitments by for all such increases not less than to exceed $5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a Business Day that is no later than the Original Stated Termination Date. (the “Increase Date”) as specified in the related notice to the Administrative Agent420,000,000; provided, however, that the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10; and provided further that any Term Loan (i) shall rank pari passu in no event shall the aggregate amount right of payment with the Revolving Commitments at Loans and shall have the same benefits of any time exceed $150,000,000, additional guaranties or collateral and (ii) on shall be treated substantially the date same as (and in any event no more favorably than) the Revolving Loans. The Borrowers may, in their sole discretion, but with the approval of any request by the Borrower for Lenders providing such increase, designate portions of the increase in the Aggregate Commitments to be either Revolving Loan Commitments or Term Loan Commitments. If all or a Commitment Increase and on the related Increase Dateportion of such increase consists of Term Loan Commitments, the applicable conditions set forth in Section 3.2 Term Loan Lenders shall approve the pricing, funding and other terms of such Term Loan Commitment, except that any Term Loan Maturity Date shall not be a date that is prior to the Maturity Date. The aggregate amount of any individual increase hereunder shall be satisfied as if the proposed Commitment Increase constituted in a Credit Extension. The Administrative Agent shall promptly notify the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed minimum amount of such $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested Commitment Increaseincrease, (ii) the proposed Increase Date and (iii) the date by which Borrowers may solicit increased commitments from existing Lenders wishing and/or invite additional Eligible Assignees to participate in the Commitment Increase must commit become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in the amount of their respective Revolving Commitments (the “its Commitment Date”)pursuant to this Section 2.15 unless it specifically consents to such increase in writing. Each Any Lender that is willing or Eligible Assignee agreeing to participate in such requested increase its Commitment Increase (each, an “Increasing Lender”) or provide a new Commitment pursuant to this Section 2.15 shall, in its sole discretionconnection therewith, give written notice deliver to the Administrative Agent on or prior a new commitment agreement in form and substance satisfactory to the Commitment Date of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitmentsand its counsel.

Increase in Aggregate Commitments. The Borrower may from time to time, upon delivery to the Administrative Agent of a notice substantially in the form of Exhibit G, request that the Aggregate Commitments be increased by (a) Borrower mayincreasing the Commitment of any Lender that has agreed to such increase and/or (b) adding an Eligible Assignee as a party hereto with a Commitment in an amount agreed to by such Person; provided that (i) any request for an increase shall be in a minimum amount of $25,000,000 and (ii) the aggregate amount of all increases in the Aggregate Commitments pursuant to this Section 2.14 shall not exceed $250,000,000 without the written consent of all Lenders. Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period of time as the Borrower, at any time after a Successful Syndication (but no more than once in any consecutive 12-month period), by written notice to the Administrative Agent, request Agent and the increasing or new Lender shall agree) after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit G (in the case of an increase in the aggregate amount Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit G (in the case of the Revolving Commitments by not less than $5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as addition of a Business Day that is no later than the Original Stated Termination Date. new Lender) (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Revolving Commitments at any time exceed $150,000,000, and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Datesuch date, the applicable conditions set forth in Section 3.2 shall be satisfied as if the proposed Commitment "Increase constituted a Credit ExtensionEffective Date"). The Administrative Agent shall promptly notify the Borrower and the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an any increase in the Aggregate Commitments pursuant to this Section 2.14 and of the amount of their respective Revolving the Commitment and the Pro Rata Share of each Lender after giving effect thereto. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section; provided, that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower and each new or increasing Lender, as applicable, may make arrangements satisfactory to such parties to cause a new or increasing Lender to temporarily hold risk participations in the outstanding Loans of the other Lenders (rather than fund its Pro Rata Share of all outstanding Loans concurrently with the “Commitment Date”applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. To the extent that any increase pursuant to this Section is not expressly authorized pursuant to resolutions or consents delivered on the Closing Date pursuant to Section 4.01(a)(iii). Each Lender , it shall also be a condition precedent to such increase that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice the Borrower shall deliver to the Administrative Agent on a certificate of the Borrower dated as of the applicable Increase Effective Date signed by a Responsible Officer certifying and attaching the resolutions or prior consents that have been adopted to approve or consent to such increase. This Section shall supersede any provisions in Sections 2.13 or 10.01 to the Commitment Date of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitmentscontrary.

Increase in Aggregate Commitments. (a) The Borrower mayshall have the option, at any without the consent of the Lenders or LC Issuers, from time after a Successful Syndication to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (but no more than once in any consecutive 12-month periodsuch approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by written notice allowing one or more Lenders to increase their respective Commitments; provided however that: (i) prior to and after giving effect to the increase, no Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall cause the Aggregate Commitments to exceed $6,000,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iv) such increase shall be evidenced by a commitment increase agreement in form and substance acceptable to the Administrative Agent and executed by the Borrower, the Administrative Agent, request an New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the aggregate amount Aggregate Commitments and the effective date of the Revolving Commitments by not less than $5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a Business Day that is no later than the Original Stated Termination Date. increase (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Revolving Commitments at any time exceed $150,000,000, and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.2 shall be satisfied as if the proposed Commitment Increase constituted a Credit Extension. The Administrative Agent shall promptly notify the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Effective Date”). Each financial institution that becomes a New Lender that is willing pursuant to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on or prior the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 3.07) to the Commitment Date extent necessary to keep the outstanding Loans of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each ratable with such Lender’s Proposed Increased Commitment revised Applicable Percentage after giving effect to any nonratable increase in the aggregate amount of Proposed Increased CommitmentsAggregate Commitments under this Section.

Increase in Aggregate Commitments. (a) The Borrower mayshall have the option, at any without the consent of the Lenders, from time after a Successful Syndication to time to cause one or more increases in the Aggregate Commitments by adding to this Agreement one or more financial institutions as Lenders (but no collectively, the "New Lenders") or by allowing one or more than once Lenders to increase their respective Commitments, in any consecutive 12-month period), by written notice each case subject to the prior approval of the Administrative Agent, request an increase in each LC Issuer and the aggregate amount of the Revolving Commitments by Swingline Lender (such approvals not less than $5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a Business Day that is no later than the Original Stated Termination Date. (the “Increase Date”) as specified in the related notice to the Administrative Agentunreasonably withheld or delayed); provided, however, that provided however that: (i) in prior to and after giving effect to the increase, no event Event of Default shall the aggregate amount of the Revolving Commitments at any time exceed $150,000,000, have occurred hereunder and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.2 shall be satisfied as if the proposed Commitment Increase constituted a Credit Extension. The Administrative Agent shall promptly notify the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increasecontinuing, (ii) no such increase shall cause the proposed Increase Date and Aggregate Commitments to exceed $2,250,000,000, (iii) the date no Lender’s Commitment shall be increased without such Lender’s consent, and (iv) such increase shall be evidenced by which Lenders wishing to participate a commitment increase agreement in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice form and substance acceptable to the Administrative Agent on or prior to and executed by the Commitment Date of Loan Parties, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount by which it is willing to and allocation of such increase its Commitment in the Aggregate Commitments and the effective date of such increase (the “Proposed Increased Commitment”"Increase Effective Date"). If Each financial institution that becomes a New Lender pursuant to this Section by the Lenders notify execution and delivery to the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase applicable commitment increase agreement shall be allocated a "Lender" for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans of each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each ratable with such Lender’s Proposed Increased Commitment revised Applicable Percentage after giving effect to any nonratable increase in the aggregate amount of Proposed Increased CommitmentsAggregate Commitments under this Section.

Increase in Aggregate Commitments. (a) The Borrower mayshall have the option, at without the consent of the Lenders, from time to time to (i) request one or more additions of incremental term loans, in each case which may constitute a separate tranche of term loans or, if the same as any time after a Successful Syndication existing tranche of term loans, constitute part of such existing tranche (but no the “Incremental Term Loans”) or (ii) cause one or more than once increases in the Aggregate Revolving Credit Loan Commitments (each such increase, an “Aggregate Revolving Credit Loan Commitment Increase” and, together with any consecutive 12-month periodIncremental Term Loans, an “Increase”) by adding, subject to the prior approval of the Administrative Agent (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by written notice allowing one or more Lenders to provide such Incremental Term Loans or increase its respective Revolving Credit Loan Commitments; provided however that: (i) prior to and after giving effect to any such Increase, no Default or Event of Default shall have occurred hereunder and be continuing (except that, if the proceeds of such Incremental Term Loans or Aggregate Revolving Credit Loan Commitment Increase are to be used to finance an Acquisition by the Borrower or any Subsidiary permitted under this Agreement, no Event of Default under Section 8.01(a), (b) or (i) shall exist), (ii) no such Increase shall cause the sum of (x) the Aggregate Revolving Credit Loan Commitments plus the amount of Incremental Term Loans to exceed an amount equal to $2,000,000,000.00 and (y) the Aggregate Revolving Credit Loan Commitments plus the amount of Incremental Term Loans plus the amount of loans under the Term Loan Facility and any Term Loan Refinancing Indebtedness thereof to exceed an amount equal to $2,250,000,000.00 (plus other amounts permitted by sub-clause (iv) of the definition of “Term Loan Refinancing Indebtedness”), (iii) no Lender’s Commitment shall be increased without such Lender’s consent and (iv) such Aggregate Revolving Credit Loan Commitment Increase shall be evidenced by a commitment increase agreement or an amendment to this Agreement (the “Increase Agreement”) in form and substance acceptable to the Administrative Agent and executed by the Borrower, the Administrative Agent, request an increase in New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the aggregate amount and allocation of such Increase and the Revolving Commitments by not less than $5,000,000 (each effective date of such proposed increase, a “Commitment Increase”) to be effective as of a Business Day that is no later than the Original Stated Termination Date. Increase (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Revolving Commitments at any time exceed $150,000,000, and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.2 shall be satisfied as if the proposed Commitment Increase constituted a Credit Extension. The Administrative Agent shall promptly notify the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Effective Date”). Each financial institution that becomes a New Lender that is willing pursuant to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice this Section by the execution and delivery to the Administrative Agent of the applicable Increase Agreement shall be a “Lender” for all purposes under this Agreement on or prior the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 3.06) to the Commitment Date extent necessary to keep the outstanding Loans of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each ratable with such Lender’s Proposed Increased Commitment revised Applicable Percentage after giving effect to the aggregate amount of Proposed Increased Commitmentsany nonratable Increase under this Section.

Increase in Aggregate Commitments. (a) The Borrower mayshall have the option, at without the consent of the Lenders, from time to time to (i) request one or more additions of incremental term loans, in each case which may constitute a separate tranche of term loans or, if the same as any time after a Successful Syndication existing tranche of term loans, constitute part of such existing tranche (but no the “Incremental Term Loans”) or (ii) cause one or more than once increases in the Aggregate Revolving Credit Loan Commitments (each such increase, an “Aggregate Revolving Credit Loan Commitment Increase” and, together with any consecutive 12-month periodIncremental Term Loans, an “Increase”) by adding, subject to the prior approval of the Administrative Agent (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by written notice allowing one or more Lenders to provide such Incremental Term Loans or increase its respective Revolving Credit Loan Commitments; provided however that: (i) prior to and after giving effect to any such Increase, no Default or Event of Default shall have occurred hereunder and be continuing (except that, if the proceeds of such Incremental Term Loans or Aggregate Revolving Credit Loan Commitment Increase are to be used to finance an Acquisition by the Borrower or any Subsidiary permitted under this Agreement, no Event of Default under Section 8.01(a), (b) or (i) shall exist), (ii) no such Increase shall cause the sum of the Aggregate Revolving Credit Loan Commitments plus the amount of Incremental Term Loans plus the amount of loans under the Term Loan Facility and any Term Loan Refinancing Indebtedness thereof to exceed an amount equal to $2,250,000,000.00 plus other amounts permitted by sub-clause (iv) of the definition of “Term Loan Refinancing Indebtedness”, (iii) no Lender’s Commitment shall be increased without such Lender’s consent and (iv) such Aggregate Revolving Credit Loan Commitment Increase shall be evidenced by a commitment increase agreement or an amendment to this Agreement (the “Increase Agreement”) in form and substance acceptable to the Administrative Agent and executed by the Borrower, the Administrative Agent, request an increase in New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the aggregate amount and allocation of such Increase and the Revolving Commitments by not less than $5,000,000 (each effective date of such proposed increase, a “Commitment Increase”) to be effective as of a Business Day that is no later than the Original Stated Termination Date. Increase (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Revolving Commitments at any time exceed $150,000,000, and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.2 shall be satisfied as if the proposed Commitment Increase constituted a Credit Extension. The Administrative Agent shall promptly notify the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Effective Date”). Each financial institution that becomes a New Lender that is willing pursuant to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice this Section by the execution and delivery to the Administrative Agent of the applicable Increase Agreement shall be a “Lender” for all purposes under this Agreement on or prior the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 3.06) to the Commitment Date extent necessary to keep the outstanding Loans of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each ratable with such Lender’s Proposed Increased Commitment revised Applicable Percentage after giving effect to the aggregate amount of Proposed Increased Commitmentsany nonratable Increase under this Section.

Increase in Aggregate Commitments. (a) The Borrower mayshall have the option, at any without the consent of the Lenders, from time after a Successful Syndication to time to cause one or more increases in the Aggregate Commitments by adding to this Agreement one or more financial institutions as Lenders (but no collectively, the “New Lenders”) or by allowing one or more than once Lenders to increase their respective Commitments, in any consecutive 12-month period), by written notice each case subject to the prior approval of the Administrative Agent, request an each LC Issuer and the Swingline Lender (such approvals not to be unreasonably withheld or delayed); provided however that: (i) prior to and after giving effect to the increase, no Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall cause the Aggregate Commitments to exceed $3,250,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iv) such increase shall be evidenced by a commitment increase agreement in form and substance acceptable to the Administrative Agent and executed by the Loan Parties, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the aggregate amount Aggregate Commitments and the effective date of the Revolving Commitments by not less than $5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a Business Day that is no later than the Original Stated Termination Date. increase (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Revolving Commitments at any time exceed $150,000,000, and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.2 shall be satisfied as if the proposed Commitment Increase constituted a Credit Extension. The Administrative Agent shall promptly notify the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Effective Date”). Each financial institution that becomes a New Lender that is willing pursuant to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on or prior the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the Commitment Date extent necessary to keep the outstanding Loans of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each ratable with such Lender’s Proposed Increased Commitment revised Applicable Percentage after giving effect to any nonratable increase in the aggregate amount of Proposed Increased CommitmentsAggregate Commitments under this Section.

Increase in Aggregate Commitments. (a) So long as (i) no Default has occurred and is continuing, and (ii) the Borrower may, has not terminated or reduced in part any unused portion of the Aggregate Revolving Credit Commitments at any time after a Successful Syndication (but no more than once in any consecutive 12-month period)pursuant to Section 2.03, the Borrower may by written notice to the Administrative Agent, request an a one-time increase in the amount of the Aggregate Revolving Credit Commitments or the Aggregate Term B Commitments within the limitations hereafter described, which notices shall set forth the amount of such increase. In accordance with Section 2.04(d), the amount of the Aggregate Revolving Credit Commitments or the Aggregate Term B Commitments may be so increased either by having one or more New Lenders that have been approved by the Borrower become Lenders and/or by having any one or more of the then existing Lenders (at their respective election in their sole discretion) increase the amount of their Commitments ("Increasing Lenders"), provided that (i) the Revolving Credit Commitment or Term B Commitment of any New Lender shall not be less than $5,000,000 and the sum of the Commitments of the New Lenders and the increases in the Commitments of the Increasing Lenders shall be in an aggregate amount of the Revolving Commitments by not less than $5,000,000 (and, if in excess thereof, in integral multiples of $1,000,000); (ii) the aggregate amount of all the increases in the Aggregate Commitments pursuant to this Section 2.04 shall not exceed $25,000,000 (provided however, the Administrative Agent shall have consented in its sole discretion to the utilization of the last $5,000,000 of the amount described in this clause (ii)); (iii) the Borrower, each such proposed increase, New Lender and/or each Increasing Lender shall have executed and delivered to the Administrative Agent a “Commitment Increase”) to be effective as of a Business Day that is no later than the Original Stated Termination Date. commitment and acceptance (the “Increase Date”"Commitment and Acceptance") as specified substantially in the related notice form of Exhibit D hereto, and the Administrative Agent shall have accepted and executed the same, (iv) if requested by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 6.01(f), modified to apply to the increase in the Commitments and Commitment and Acceptance executed and delivered in connection therewith); (v) the Guarantors shall have consented in writing to the new Commitments or increases in Commitments (as applicable) and shall have agreed that their Guaranty Agreement continues in full force and effect, and (vi) the Borrower, each New Lender and/or each Increasing Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such new Commitment or increase in the Commitment (as applicable). The form and substance of the documents required under clauses (iii) through (vi) above shall be reasonably acceptable to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Revolving Commitments at any time exceed $150,000,000, and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.2 shall be satisfied as if the proposed Commitment Increase constituted a Credit Extension. The Administrative Agent shall promptly notify provide written notice to all of the Lenders hereunder of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed amount admission of such requested Commitment Increase, (ii) any New Lender or the proposed Increase Date and (iii) the date by which Lenders wishing to participate increase in the Commitment Increase must commit of any Increasing Lender hereunder and shall furnish to an increase in the amount of their respective Revolving Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date each of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount copies of the requested Commitment Increasedocuments required under clause (iii), the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments(iv), (v) and (vi) above.

Increase in Aggregate Commitments. (a) The Borrower mayshall have the option, at any without the consent of the Lenders, from time after a Successful Syndication to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (but no more than once in any consecutive 12-month periodsuch approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by written notice allowing one or more Lenders to increase their respective Commitments; provided however that: (i) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall cause the Aggregate Commitments to exceed $1,500,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iv) such increase shall be evidenced by a commitment increase agreement in form and substance acceptable to the Administrative Agent and executed by the Borrower, the Administrative Agent, request an New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the aggregate amount Aggregate Commitments and the effective date of the Revolving Commitments by not less than $5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a Business Day that is no later than the Original Stated Termination Date. increase (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Revolving Commitments at any time exceed $150,000,000, and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.2 shall be satisfied as if the proposed Commitment Increase constituted a Credit Extension. The Administrative Agent shall promptly notify the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Effective Date”). Each financial institution that becomes a New Lender that is willing pursuant to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on or prior the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 3.06) to the Commitment Date extent necessary to keep the outstanding Loans of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each ratable with such Lender’s Proposed Increased Commitment revised Applicable Percentage after giving effect to any nonratable increase in the aggregate amount of Proposed Increased CommitmentsAggregate Commitments under this Section.

Increase in Aggregate Commitments. (a) The Borrower mayshall have the option, at any without the consent of the Lenders, from time after a Successful Syndication to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (but no more than once in any consecutive 12-month periodsuch approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by written notice allowing one or more Lenders to increase their respective Commitments; provided however that: (i) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall cause the Aggregate Commitments to exceed $3,750,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iv) such increase shall be evidenced by a commitment increase agreement in form and substance acceptable to the Administrative Agent and executed by the Borrower, the Administrative Agent, request an New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the aggregate amount Aggregate Commitments and the effective date of the Revolving Commitments by not less than $5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a Business Day that is no later than the Original Stated Termination Date. increase (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Revolving Commitments at any time exceed $150,000,000, and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.2 shall be satisfied as if the proposed Commitment Increase constituted a Credit Extension. The Administrative Agent shall promptly notify the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Effective Date”). Each financial institution that becomes a New Lender that is willing pursuant to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on or prior the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 3.06) to the Commitment Date extent necessary to keep the outstanding Loans of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each ratable with such Lender’s Proposed Increased Commitment revised Applicable Percentage after giving effect to any nonratable increase in the aggregate amount of Proposed Increased CommitmentsAggregate Commitments under this Section.

Increase in Aggregate Commitments. (a) The Borrower mayshall have the option, at any without the consent of the Lenders, from time after a Successful Syndication to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (but no more than once in any consecutive 12-month periodsuch approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by written notice allowing one or more Lenders to increase their respective Commitments; provided however that: (i) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall cause the Aggregate Commitments to exceed $600,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iv) such increase shall be evidenced by a commitment increase agreement in form and substance acceptable to the Administrative Agent and executed by the Borrower, the Administrative Agent, request an New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the aggregate amount Aggregate Commitments and the effective date of the Revolving Commitments by not less than $5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a Business Day that is no later than the Original Stated Termination Date. increase (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Revolving Commitments at any time exceed $150,000,000, and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.2 shall be satisfied as if the proposed Commitment Increase constituted a Credit Extension. The Administrative Agent shall promptly notify the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Effective Date”). Each financial institution that becomes a New Lender that is willing pursuant to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on or prior the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 3.06) to the Commitment Date extent necessary to keep the outstanding Loans of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each ratable with such Lender’s Proposed Increased Commitment revised Applicable Percentage after giving effect to any nonratable increase in the aggregate amount of Proposed Increased CommitmentsAggregate Commitments under this Section.

Increase in Aggregate Commitments. (a) Borrower may, at any time after a Successful Syndication Upon notice to Agent (but no more than once in any consecutive 12-month periodwhich shall promptly notify Lenders), by written notice Borrower may from time to the Administrative Agent, time request an increase in the aggregate amount of the Revolving Aggregate Commitments by not less than $5,000,000 (each such proposed increase, a “"Commitment Increase”") of up to be effective as of a Business Day that is no later than the Original Stated Termination Date. (the “Increase Date”) as specified in the related notice to the Administrative Agent$10,000,000.00; provided, however, provided that (i) any Commitment Increase shall not be less than $5,000,000.00 (and shall be in integral multiples of $5,000,000.00 if in excess thereof); (ii) no Commitment Increase shall increase the Aggregate Commitments to an amount in excess of $35,000,000.00; and (iii) no Default or Event of Default exists. At the time of sending such notice, Borrower (in consultation with Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event shall the aggregate amount of the Revolving Commitments at any time exceed $150,000,000, and be less than ten (ii10) on Business Days from the date of any request delivery of such notice to Lenders). Each Lender shall notify Agent within such time period whether or not it agrees to increase its Commitment, and, if so, whether by the Borrower for a Commitment Increase and on the related Increase Datean amount equal to, the applicable conditions set forth in Section 3.2 shall be satisfied as if the proposed Commitment Increase constituted a Credit Extension. The Administrative Agent shall promptly notify the Lenders of each request by Borrower for a Commitment Increasegreater than, which notice shall include (i) the proposed amount or less than its Applicable Percentage of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing . Any Lender not responding within such time period shall be deemed to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing have declined to increase its Commitment. Agent shall notify Borrower and each Lender of the Lenders' responses to each request for a Commitment (Increase hereunder. To achieve the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the full amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the a requested Commitment Increase, Borrower may also invite additional Eligible Assignees to become Lenders. Any increase in the requested Commitment Increase shall Aggregate Commitments must be allocated to each Lender willing to participate therein effected by an amendment that is executed in an amount equal to the Commitment Increase multiplied accordance with Section 10.01 by the ratio of each Lender’s Proposed Increased Commitment Borrower, Agent and the one or more Lenders who have agreed to the aggregate amount of Proposed Increased Commitmentsincrease their Commitments or by new Lenders who have agreed to new Commitments in accordance with Section 10.01.