Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-time basis request an increase in the Aggregate Commitments to an amount not exceeding $2,000,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Company may on a one-from time basis to time, request an increase in the Aggregate Commitments to by an aggregate amount (for all such requests) not exceeding $2,000,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof700,000,000. At the time of sending such notice, the Borrower Company (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. The Administrative Agent shall notify the Borrower Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time, request an increase in the Aggregate Commitments to by an amount (for all such requests) not exceeding $2,000,000,000100,000,000; provided that any each such request for an increase shall be in a minimum an amount of at least equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof10,000,000. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Borrower, the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time, request an increase in the Aggregate Commitments to an amount not exceeding $2,000,000,000Commitments; provided that such increase(s) in the Aggregate Commitments hereunder, when combined with any increase(s) in the Aggregate Commitments (as such request for an increase shall be term is defined in a minimum amount the Three-Year Facility) requested by the Borrower pursuant to Section 2.14 of the Three-Year Facility, total no more than $5,000,000 or a whole multiple of $1,000,000 100,000,000 in excess thereofthe aggregate. At the time of sending such notice, the 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 five 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement substantially in the form and substance satisfactory to the Administrative Agent and its counselof Exhibit F (a "Joinder").

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time after the Closing Date request an increase in the Aggregate Commitments to by an amount (for all such requests) not exceeding $2,000,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof75,000,000. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no DefaultEvent of Default after giving effect to any such increase, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time, request an increase in the Aggregate Term Commitments to or Revolving Credit Commitments by an amount (for all such requests) not exceeding $2,000,000,000; provided that any 100,000,000. Each such request shall be for an increase shall be in a minimum amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof10,000,000. At the time of sending such notice, the 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 Term Commitment or Revolving Credit 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-time basis request an increase in the Aggregate Commitments up to an aggregate amount (including such increase) not exceeding to exceed $2,000,000,000187,500,000; provided that (i) the Borrower may make a maximum of three such requests, and (ii) the Borrower must make any such request for an increase shall be in a minimum amount of $5,000,000 and deliver any such related notices on or a whole multiple of $1,000,000 in excess thereofprior to March 7, 2002. At the time of sending such notice, the 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 10 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 in its sole discretion 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no DefaultDefault or Event of Default exists, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time prior to the third anniversary of the Closing Date, request an increase in the Aggregate Total Facility Amount and the aggregate Commitments to hereunder by an amount (for all such requests) not exceeding $2,000,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof50,000,000. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-time basis request an increase in the Aggregate Commitments to an amount not exceeding $2,000,000,0001,000,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time, request an increase in the Aggregate Commitments to an amount not exceeding $2,000,000,000; provided that any such request for an the cumulative increase in the Combined Aggregate Commitments since the Closing Date shall be in a minimum amount of not exceed $5,000,000 or a whole multiple of $1,000,000 in excess thereof150,000,000. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-may, from time basis to time, request an increase in the Aggregate Commitments to an amount not exceeding $2,000,000,000; provided that any such request for an increase shall be in by a minimum principal amount (for all such requests) of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, but in no event exceeding $15,000,000. At the time of sending such written notice, the 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 (10) 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees acceptable to the Agent and the Borrower to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time, request an increase in the Aggregate Commitments to by an amount for all such requests not exceeding $2,000,000,00050,000,000 in the aggregate; provided that any such request for an increase shall must be in a minimum an amount of not less than $5,000,000 or 10,000,000 and in a whole multiple of $1,000,000 5,000,000 in excess thereof. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-time basis up to three (3) times within two (2) years from the date of this Agreement, request an increase in the Aggregate Commitments to in a minimum of $5,000,000 and in multiples of $5,000,000 for each increase and by an amount not exceeding $2,000,000,000; provided that any such request for an increase shall be 100,000,000 in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofthe aggregate. At the time of sending such a notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Company may on a one-from time basis to time, request an increase in the Aggregate Commitments up to an amount not exceeding $2,000,000,000; provided that any such request for an increase shall be in a minimum amount aggregate of $5,000,000 or a whole multiple of $1,000,000 in excess thereof450,000,000. At the time of sending such notice, the Borrower Company (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. The Administrative Agent shall notify the Borrower Company and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time, request an increase in the Aggregate Commitments to by an amount (for all such requests) not exceeding $2,000,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof25,000,000. At the time of sending such notice, the 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 LendersLender). 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 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increaseincrease as a result of all or a portion of Lenders at such time not increasing their respective Commitments in an aggregate amount to the increased amount of Commitments requested by Borrower, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time, request an increase in the Aggregate Commitments to an amount not exceeding $2,000,000,000Commitments; provided that any such request for an increase shall be increase(s) in a minimum amount of the Aggregate Commitments hereunder, total no more than $5,000,000 or a whole multiple of $1,000,000 250,000,000 in excess thereofthe aggregate. At the time of sending such notice, the 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 five 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement substantially in the form and substance satisfactory to the Administrative Agent and its counselof Exhibit G (a "Joinder").

Increase in Commitments. “(a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-Borrowers may, from time basis to time through and including December 19, 2004, request an increase in the Aggregate Commitments to an amount not exceeding $2,000,000,000; provided that any such request for an increase shall be in by a minimum principal amount (for all such requests) of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, but in no event exceeding $15,000,000. At the time of sending such notice, the Borrower Borrowers (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. The Administrative Agent shall notify the Borrower Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower Borrowers may also invite additional Eligible Assignees acceptable to the Administrative Agent and the Borrowers to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Borrower may on a one-time basis basis, request an increase in the Aggregate Revolving Loan Commitments to by an amount not exceeding $2,000,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof25,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving 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 Revolving Lenders). Each Revolving Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Loan Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Revolving Lender not responding within such time period shall be deemed to have declined to increase its Revolving Loan Commitment. The Administrative Agent shall notify the Borrower and each Revolving Lender of the Revolving Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Revolving Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-time basis request an increase in the Aggregate Commitments to by an amount (for all such requests) not exceeding $2,000,000,000125,000,000; provided that any such each request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof25,000,000. At the time of sending any such notice, the 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. The Administrative Agent shall promptly thereafter notify the Borrower and each Lender of the Lenders’ responses (or non-responses) to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time on a one-one- time basis basis, request an increase in the Aggregate Commitments to by an amount (for all such requests) not exceeding $2,000,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof50,000,000. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no DefaultDefault or Event of Default exists, upon written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Borrowers may on a one-from time basis to time, request an increase in the Aggregate Total Facility Amount and the aggregate Commitments to hereunder by an amount (for all such requests that are satisfied) not exceeding $2,000,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof75,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) Such notice shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) 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. No Lender declining to increase its Commitment in connection with such a request shall be entitled to fees, if any, paid in connection with such Commitment increase. The Administrative Agent shall notify the Borrower Borrowers and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory acceptable to the Administrative Agent and its counselsubject to a $5,000,000 minimum Commitment amount for each such Eligible Assignee.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the US Borrower may on a one-may, from time basis to time, request an increase in the Aggregate Commitments to an amount not exceeding US $2,000,000,000; provided that (i) any such request for an increase shall be in a minimum amount of US $5,000,000 or 50,000,000, and (ii) the US Borrower may make a whole multiple maximum of $1,000,000 in excess thereoftwo such requests per calendar year. At the time of sending such notice, the US 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. The Administrative Agent shall notify the US Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the US Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time after the Closing Date request an increase in the Aggregate Commitments to by an amount (for all such requests) not exceeding $2,000,000,000200,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $5,000,000 or 10,000,000, and (ii) the Borrower may make a whole multiple maximum amount of five (5) such requests. The increase in the Aggregate Commitments under this Section shall not exceed $1,000,000 in excess thereof200,000,000. At the time of sending such notice, the Borrower (in consultation mutual agreement 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)respond. 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-may, from time basis to time, request an increase in the Aggregate Commitments to an amount not exceeding $2,000,000,000; provided that any such request for an increase shall be in by a minimum principal amount (for all such requests) of $5,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof, but in no event exceeding $75,000,000. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees acceptable to the Agent and the Borrower to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time, request an increase in the Aggregate Commitments to an amount not exceeding $2,000,000,000; provided that any such request for an the cumulative increase in the Aggregate Commitments since the Closing Date shall be in a minimum amount of not exceed $5,000,000 or a whole multiple of $1,000,000 in excess thereof100,000,000. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time prior to the Term Loan Conversion Date (if any), request an increase in the Aggregate Commitments to an amount not exceeding $2,000,000,000; provided that any such request for an the cumulative increase in the Combined Aggregate Commitments since the Closing Date shall be in a minimum amount of not exceed $5,000,000 or a whole multiple of $1,000,000 in excess thereof150,000,000. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the LendersBanks), the Borrower Company may on a one-from time basis to time, but not more than two times in any year, request an increase in the Aggregate Commitments Commitments; provided, Credit Agreement - Idex Corporation 55 however, that after giving effect to an amount not exceeding $2,000,000,000; provided that any such request for an increase increases, the Aggregate Commitments shall be in a minimum amount of not exceed $5,000,000 or a whole multiple of $1,000,000 in excess thereof400,000,000. At the time of sending such notice, the Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender Bank 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 LendersBanks), provided that each Bank need not be notified with respect to any request to increase the Aggregate Commitments up to an aggregate of $350,000,000 made within the first 60 days following the Closing Date. Each Lender If requested to respond, each Bank in its sole and absolute discretion 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 Bank not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower Company and each Lender Bank of the Lenders’ Banks' responses to each request made hereunder. To achieve If the Banks do not agree to the full amount of a requested increase, the Borrower Company may also then invite additional Eligible Assignees to become Lenders Banks pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time request an increase in the Aggregate Commitments to an amount not exceeding $2,000,000,000; Commitments, provided that any after giving effect to all such request for an increase increases, the Aggregate Commitments shall be in a minimum amount of not exceed $5,000,000 or a whole multiple of $1,000,000 in excess thereof1,050,000,000. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-time basis basis, request an increase in the Aggregate Commitments to by an amount not exceeding $2,000,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof100,000,000. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-time basis prior to June 30, 2004, request an increase in the Aggregate Commitments up to an amount not exceeding $2,000,000,000; provided that any such request for an increase shall be in a minimum amount aggregate of $5,000,000 or a whole multiple of $1,000,000 in excess thereof40,000,000. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-may, from time basis to time, request an increase in the Aggregate Commitments to an amount not exceeding $2,000,000,000; provided that any such request for an increase shall be in by a minimum principal amount (for all such requests) of $5,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof, but in no event exceeding $100,000,000. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees acceptable to the Administrative Agent and the Borrower to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time, request an increase in the Aggregate Commitments to by an amount (for all such requests) not exceeding $2,000,000,000200,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 25,000,000. To achieve the requested increase, the Borrower may ask that one or more Lenders to increase their existing Commitments and the Borrower may invite additional Eligible Assignees to become Lenders pursuant to a whole multiple of $1,000,000 joinder agreement in excess thereofform and substance satisfactory to the Administrative Agent. At In the time of sending such noticeevent that the Borrower desires to ask all Lenders whether they are willing to increase their Commitments, the 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 respond. In such notice to the Lenders). Each case, 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time prior to the second anniversary of the Closing Date, request an increase in the Aggregate Commitments to an amount not exceeding $2,000,000,000Commitments; provided that any such request for an increase shall be in a minimum (i) the amount of any single request is $5,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereofthereof and (ii) the amount of all such requests may not exceed $35,000,000 in the aggregate. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Company may on a one-through the Administrative Agent from time basis to time, request an any one or more of the Lenders to increase in the Aggregate Commitments to its Commitment by an amount (for all such requests) not exceeding $2,000,000,000200,000,000 in the aggregate; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof50,000,000. At the time of sending such notice, the Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which respond. After giving effect to all such increases, the Aggregate Commitments shall in no event be less than ten Business Days not exceed $900,000,000. If the Company has requested an increase 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 Lenders and such requested increase. Any Lender not responding within such time period shall be deemed , or any portion thereof, is declined by one or more Lenders, the Company may, to have declined the extent necessary to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve obtain the full amount of a the requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselto become Lenders (“Additional Lenders”), may request such accepting Lenders to commit to the full amount of the requested increase, or may reduce the amount of the requested increase.

Increase in Commitments. (a) Provided there exists no Default, at any time after the Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-time basis request an increase in the Aggregate Commitments to Commitment by an amount not exceeding $2,000,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof50,000,000. At the time of sending such notice, the 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)respond. 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increaseincrease and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon not less than 15 Business Days prior written notice to the Administrative Agent Agent, or, solely with respect to the initial increase in Commitments requested by Xxxxxxxxx in accordance with this Section (which shall promptly notify the Lenders“Initial Increase”), such prior written notice as is acceptable to the Borrower may on a one-Administrative Agent, Xxxxxxxxx may, from time basis to time, request an increase in the Aggregate Commitments to an amount in minimum increments of not exceeding less than $2,000,000,000; provided that any such request for an increase shall be 10,000,000 and not in a minimum amount excess of $5,000,000 or a whole multiple of $1,000,000 75,000,000 in excess thereofthe aggregate. At the time of sending such notice, the Borrower Xxxxxxxxx (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 Days, or, solely with respect to the Initial Increase, such number of days as is acceptable to the Administrative Agent, 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 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. The Administrative Agent shall notify the Borrower Xxxxxxxxx and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower Xxxxxxxxx may also invite additional Eligible Assignees, such Eligible Assignees to be acceptable to the Administrative Agent, to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the LendersBanks), the Borrower Company may on a one-from time basis to time, but not more than two times in any year, request an increase in the Aggregate Commitments Commitments; provided, 47 Credit Agreement - Idex Corporation 55 however, that after giving effect to an amount not exceeding $2,000,000,000; provided that any such request for an increase increases, the Aggregate Commitments shall be in a minimum amount of not exceed $5,000,000 or a whole multiple of $1,000,000 in excess thereof400,000,000. At the time of sending such notice, the Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender Bank 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 LendersBanks), provided that each Bank need not be notified with respect to any request to increase the Aggregate Commitments up to an aggregate of $350,000,000 made within the first 60 days following the Closing Date. Each Lender If requested to respond, each Bank in its sole and absolute discretion 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 Bank not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower Company and each Lender Bank of the Lenders’ Banks' responses to each request made hereunder. To achieve If the Banks do not agree to the full amount of a requested increase, the Borrower Company may also then invite additional Eligible Assignees to become Lenders Banks pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no continuing Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the (i) Borrower may on a one-time basis prior to the third anniversary of the Closing Date, request an increase in the Aggregate Commitments Revolving Commitments, and (ii) Borrower may on a one-time basis on the date, if any, that Borrower delivers to an amount not exceeding $2,000,000,000; provided that any such Agent the Term Extension Notice, request for an increase shall be in a minimum amount of the Aggregate Term Commitments; provided, that the requested increase(s) in the Commitments may not exceed $5,000,000 or a whole multiple of $1,000,000 200,000,000 in excess thereofthe aggregate. At the time of sending such noticea notice under this Section 2.15(a), the 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 Revolving Commitment and/or Term Commitment, as applicable, and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its applicable Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-time basis up to two (2) times within three (3) years from the date of this Agreement, request an increase in the Aggregate Commitments to in a minimum of $25,000,000 and in multiples of $10,000,000 for each increase and by an amount not exceeding $2,000,000,000; provided that any such request for an increase shall be 100,000,000 in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofthe aggregate. At the time of sending such a notice, the 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 (10) 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 Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-time basis may, not more than two times, request an increase in the Aggregate Commitments to by an amount (for both such requests) not exceeding $2,000,000,00050,000,000; provided that any such the initial request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple 25,000,000, and, provided further that the following increase, if requested, shall be in an amount equal to the remainder of $1,000,000 in excess thereofthe aggregate increase permitted pursuant to this clause (a). At the time of sending any such notice, the 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. The Administrative Agent shall promptly thereafter notify the Borrower and each Lender of the Lenders’ ' responses (or non-responses) to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.to

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-from time basis to time, request an increase in the Aggregate Commitments to by an amount (for all such requests) not exceeding $2,000,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof40,000,000. At the time of sending such notice, the 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 LendersLender). 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 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increaseincrease as a result of all or a portion of Lenders at such time not increasing their respective Commitments in an aggregate amount to the increased amount of Commitments requested by Borrower, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no DefaultDefault and that previously there has not occurred any voluntary or mandatory reduction in the Aggregate Commitments, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may may, on a one-time basis basis, request an increase in the Aggregate Commitments to by an amount not exceeding $2,000,000,000; provided that such that, after giving effect to any such request for an increase increase, the Aggregate Commitments shall be in a minimum amount of not exceed $5,000,000 or a whole multiple of $1,000,000 in excess thereof25,000,000. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees one of AllFirst Bank or Wachovia Bank, N.A. to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided During the period beginning on the Closing Date and ending December 19, 2005 and provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-time basis request request, without the consent of the Administrative Agent and the Lenders, an increase in the Aggregate Commitments to an amount not exceeding $2,000,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof275,000,000. At the time of sending such notice, the 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. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ ' responses to each the request made hereunder. To achieve the full amount of a requested increase, the Borrower in consultation with the Administrative Agent may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

Increase in Commitments. (a) Provided there exists no DefaultThe Company may, upon by written notice to the Administrative Agent (which shall promptly notify deliver a copy to each of the Lenders), request that the Borrower may on a onetotal Commitments be increased by an amount not less than $25,000,000 for any such increase; PROVIDED that after giving effect to any such increase the sum of the total Commitments and the commitments under the Five-time basis request an Year Credit Agreement shall not exceed $1,000,000,000. Such notice shall set forth the amount of the requested increase in the Aggregate total Commitments to an amount not exceeding $2,000,000,000; provided that any and the date on which such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond become effective (which shall in no event be not less than ten 30 Business Days from or more than 60 days after the date of delivery of such notice to notice), and shall offer each Lender the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Commitment andby its Percentage of the proposed increased amount. Each Lender shall, if soby notice to the Company and the Administrative Agent given not more than 10 Business Days after the date of the Company's notice, whether either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an amount equal to, greater than, "INCREASING LENDER") or less than decline to increase its Pro Rata Share of Commitment (and any Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 Business Days shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and ) (each Lender of the Lenders’ responses so declining or deemed to each request made hereunder. To achieve the full amount of have declined being a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel."NON-

Increase in Commitments. (a) Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower DeVry may on a one-from time basis to time (but not more than twice), request an increase in the Aggregate Commitments to by an amount (for all such requests) not exceeding $2,000,000,000100,000,000; provided provided, however, that (i) any such request for an increase shall be in a minimum an aggregate amount of $5,000,000 15,000,000 or a any whole multiple of $1,000,000 in excess thereof, and (ii) no Default shall then exist. At the time of sending such notice, the Borrower DeVry (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, it being understood that no Lender shall have any obligation to increase its Commitment. The Administrative Agent shall notify the Borrower DeVry and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower DeVry may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.