Common use of Increase in the Aggregate Commitment Clause in Contracts

Increase in the Aggregate Commitment. (a) The Company may at any time, by notice to the Agent, propose that the Aggregate Commitment be increased (the amount of such increase being a "Commitment Increase"), effective as at a date prior to the Termination Date (an "Increase Date") as to which agreement is to be reached by an earlier date specified in such notice (a "Commitment Date"); provided, however, that (A) the Company may not propose more than two Commitment Increases in any calendar year, (B) the minimum proposed Commitment Increase per notice shall be $10,000,000, (C) in no event shall the Aggregate Commitment at any time exceed $800,000,000, and (D) no Default or Unmatured Default shall have occurred and be continuing on such Increase Date. The Agent shall notify the Lenders thereof promptly upon its receipt of any such notice. The Agent agrees that it will cooperate with the Company in discussions with the Lenders and other Eligible Banks with a view to arranging the proposed Commitment Increase through the increase of the Commitments of, first, one or more of the Lenders (each such Lender that is willing to increase its Commitment hereunder being an "Increasing Lender") and, if the existing Lenders are not willing, in the aggregate, to increase their Commitments by the amount of the requested Commitment Increase, then by the addition of one or more other Eligible Banks (each an "Assuming Lender"), with the consent of the Agent (which consent shall not be unreasonably withheld), as Lenders and as parties to this Agreement; provided, however, that it shall be in each Lender's sole discretion whether to increase its Commitment hereunder in connection with the proposed Commitment Increase; and provided further that the minimum Commitment of each Assuming Lender that becomes a party to this Agreement pursuant to this Section 2.5.11(ii) shall be at least equal to $10,000,000. If the Increasing Lenders agree to increase their respective Commitments by an aggregate amount in excess of the proposed Commitment Increase, the proposed Commitment Increase shall be allocated among such Increasing Lenders in proportion to their respective Commitments immediately prior to the Increase Date. If agreement is reached on or prior to the applicable Commitment Date with any Increasing Lenders and Assuming Lenders as to a Commitment Increase (which may be less than but not greater than specified in the applicable notice from the Company), such agreement to be evidenced by a notice in reasonable detail from the Company to the Agent on or prior to the applicable Commitment Date, such Assuming Lenders, if any, shall become Lenders hereunder as of the applicable Increase Date and the Commitments of such Increasing Lenders and such Assuming Lenders shall become or be, as the case may be, as of the Increase Date, the amounts specified in such notice; provided that:

Increase in the Aggregate Commitment. The Borrower shall have the right, on ten (a10) The Company may at any time, by Business Days' prior written notice to the Administrative Agent, propose that the Aggregate Commitment be increased (the amount of such increase being a "Commitment Increase"), effective so long as at a date prior to the Termination Date (an "Increase Date") as to which agreement is to be reached by an earlier date specified in such notice (a "Commitment Date"); provided, however, that (A) the Company may not propose more than two Commitment Increases in any calendar year, (B) the minimum proposed Commitment Increase per notice shall be $10,000,000, (C) in no event shall the Aggregate Commitment at any time exceed $800,000,000, and (D) no Default or Unmatured Event of Default shall have occurred and be continuing on such Increase Date. The Agent shall notify the Lenders thereof promptly upon its receipt of any such notice. The Agent agrees that it will cooperate with the Company in discussions with the Lenders and other Eligible Banks with a view to arranging the proposed Commitment Increase through the increase of the Commitments of, first, one or more of the Lenders (each such Lender that is willing to increase its Commitment hereunder being an "Increasing Lender") and, if the existing Lenders are not willing, in the aggregate, to increase their Commitments by the amount of the requested Commitment Increase, then by the addition of one or more other Eligible Banks (each an "Assuming Lender"), with the consent of the Agent Required Lenders (which consent shall not be unreasonably withheld), as at any time and from time to time prior to the second anniversary of the Closing Date, to increase the total amount of the Aggregate Commitment hereunder by (a) accepting the offer of any existing Lender or Lenders to increase its (or their) Commitment (or Commitments) up to the amount of any such increase and/or (b) accepting the offer or offers of any Person or Persons (not then a Lender) with the consent of the Administrative Agent constituting an Eligible Assignee to become a new Lender hereto (a "New Lender") with a Commitment (or Commitments) up to the amount (or aggregate amount) of any such increase; provided, that any such increase shall be offered first to the Administrative Agent, then to the Syndication Agent and as parties then to the existing Lenders (on a pro rata basis) prior to offering any such increase to a Person not a party to this Agreement; provided, howeverfurther, that it (i) in no event shall be in each any Lender's sole discretion whether Commitment be increased without the consent of such Lender, (ii) if any Revolving Credit Loans are outstanding hereunder on the date that any such increase is to increase its Commitment hereunder become effective, the Administrative Agent and Lenders shall make such transfers of funds as are necessary in connection with the proposed Commitment Increase; and provided further order that the minimum outstanding balance of such Revolving Credit Loans reflect the Commitment Percentages of each Assuming Lender that becomes a party the Lenders after giving effect to this Agreement any increase pursuant to this Section 2.5.11(ii2.8, (iii) each such increase shall be in minimum amounts of at least equal to Five Million Dollars ($10,000,000. If 5,000,000), and (iv) in no event shall any such increase result in the Increasing Lenders agree to increase their respective Commitments by an aggregate amount in excess of the proposed Aggregate Commitment Increaseexceeding Two Hundred Thirty Million Dollars ($230,000,000). Any increase to the Aggregate Commitment pursuant to clause (a) of the first sentence of this Section 2.8 shall become effective upon the execution of a supplement in the form of Exhibit I-1 hereto (a "Commitment Increase Supplement"), executed by the Borrower, the proposed Commitment Increase shall be allocated among such Increasing Administrative Agent and the increasing Lender or Lenders in proportion to their respective Commitments immediately prior together with a replacement Revolving Credit Note and any increase to the Increase DateAggregate Commitment pursuant to clause (b) of the first sentence of this Section 2.8 shall become effective upon the execution of a supplement in the form of Exhibit I-2 hereto (a "New Lender Supplement") by the Borrower, Administrative Agent and relevant New Lender or Lenders together with a corresponding Revolving Credit Note. If agreement is reached on or prior The Administrative Agent shall forward copies of any such supplement to the applicable Commitment Date with any Increasing Lenders and Assuming Lenders as to a Commitment Increase (which may be less than but not greater than specified in the applicable notice from the Company), such agreement to be evidenced by a notice in reasonable detail from the Company to the Agent on or prior to the applicable Commitment Date, such Assuming Lenders, if any, shall become Lenders hereunder as of the applicable Increase Date and the Commitments of such Increasing Lenders and such Assuming Lenders shall become or be, as the case may be, as of the Increase Date, the amounts specified in such notice; provided that:promptly upon receipt thereof.

Increase in the Aggregate Commitment. (a) The Company Borrower may at any ------------------------------------ time, by upon 5 day's notice to the Agent, propose that the Aggregate Commitment be increased (the amount of such increase being a "Commitment Increase"), effective as at a date prior to the Termination Date (an "Increase Date") as to which agreement is to be reached by an earlier date specified in such notice (a "Commitment Date"); provided, however, that (A) the Company may not propose more than two Commitment Increases in any calendar year, (B) the minimum proposed Commitment Increase per notice shall be $10,000,000, (C) in no event shall the Aggregate Commitment at any time exceed $800,000,000, and (D) no Default or Unmatured Default shall have occurred and be continuing on such Increase Date. The Agent shall notify the Lenders thereof promptly upon its receipt of any such notice. The Agent agrees that it will cooperate with the Company in discussions with the Lenders and other Eligible Banks with a view to arranging the proposed Commitment Increase through the increase of the Commitments of, first, of one or more of the Lenders (each such Lender that is willing to increase its Commitment hereunder being an a "Increasing Step-up Lender") and, if the existing Lenders are not willing, in the aggregate, to increase their Commitments by the amount of the requested Commitment Increase, then and/or by the addition of one or more other Eligible Banks lenders (each of which shall be an Eligible Assignee) specified by the Borrower (each a "Assuming New Lender"), with the consent of the Agent (which consent shall not be unreasonably withheld), ) as Lenders banks and as parties to this Agreement, such Commitment Increase to be effective as at a date specified by the Borrower (a "Commitment Increase Date") in such notice; provided, however, that that: (a) such notice of Commitment Increase shall specify as -------- ------- to each Step-Up Lender and/or New Lender, the amount of the Commitment of such Lender after giving effect to such Commitment Increase; (b) it shall be in each Lender's sole discretion whether to increase its Commitment hereunder in connection with the proposed Commitment Increase; and provided further that (c) the Borrower may not propose more than one Commitment Increase; (d) the minimum proposed Commitment Increase per notice of Commitment Increase shall be $5,000,000; (e) the minimum Commitment of each Assuming New Lender that becomes a party to this Agreement pursuant to this Section 2.5.11(ii) 2.6 shall be at least equal to $10,000,000. If 5,000,000; (f) in no event shall ----------- the Increasing Lenders agree to increase their respective Commitments by an aggregate amount in excess of the proposed Aggregate Commitment Increase, the proposed at any time exceed $100,000,000; (g) No Commitment Increase shall be allocated among permitted at any time after the Borrower shall have reduced or terminated any Commitment pursuant to Section 6.1 or 6.4; and (h) no Default or ------- --- --- Event of Default shall have occurred and be continuing on such Increasing Lenders in proportion to their respective Commitments immediately prior to the Commitment Increase Date. If agreement is reached on or prior to the applicable Commitment Date with any Increasing Lenders and Assuming Lenders as to a Commitment Increase (which may be less than but not greater than specified in the applicable notice from the Company), such agreement to be evidenced by a notice in reasonable detail from the Company to the Agent on or prior to the applicable Commitment Date, such Assuming Lenders, if any, shall become Lenders hereunder as of the applicable Increase Date and the Commitments of such Increasing Lenders and such Assuming Lenders shall become or be, as the case may be, as of the Increase Date, the amounts specified in such notice; provided that:.

Increase in the Aggregate Commitment. The Borrower shall have the right, on ten (a10) The Company may at any time, by Business Days' prior written notice to the Administrative Agent, propose that the Aggregate Commitment be increased (the amount of such increase being a "Commitment Increase"), effective so long as at a date prior to the Termination Date (an "Increase Date") as to which agreement is to be reached by an earlier date specified in such notice (a "Commitment Date"); provided, however, that (A) the Company may not propose more than two Commitment Increases in any calendar year, (B) the minimum proposed Commitment Increase per notice shall be $10,000,000, (C) in no event shall the Aggregate Commitment at any time exceed $800,000,000, and (D) no Default or Unmatured Event of Default shall have occurred and be continuing on such Increase Date. The Agent shall notify the Lenders thereof promptly upon its receipt of any such notice. The Agent agrees that it will cooperate with the Company in discussions with the Lenders and other Eligible Banks with a view to arranging the proposed Commitment Increase through the increase of the Commitments of, first, one or more of the Lenders (each such Lender that is willing to increase its Commitment hereunder being an "Increasing Lender") and, if the existing Lenders are not willing, in the aggregate, to increase their Commitments by the amount of the requested Commitment Increase, then by the addition of one or more other Eligible Banks (each an "Assuming Lender"), with the consent of the Agent Required Lenders (which consent shall not be unreasonably withheld), as at any time and from time to time prior to the Maturity Date, to increase the total amount of the Aggregate Commitment hereunder by (a) accepting the offer of any existing Lender or Lenders and as parties to increase its (or their) Commitment (or Commitments) up to the amount of any such increase and/or (b) accepting the offer or offers of any Person or Persons (not then a Lender) with the consent of the Administrative Agent constituting an Eligible Assignee to become a new Lender hereto (a "New Lender") with a Commitment (or Commitments) up to the amount (or aggregate amount) of any such increase; provided, that any such increase shall be offered first to the Administrative Agent, then to the existing Lenders (on a pro rata basis) prior to offering any such increase to a Person not a party to this Agreement; provided, howeverfurther, that it (i) in no event shall be in each any Lender's sole discretion whether Commitment be increased without the consent of such Lender, (ii) if any Revolving Credit Loans are outstanding hereunder on the date that any such increase is to increase its Commitment hereunder become effective, the Administrative Agent and Lenders shall make such transfers of funds as are necessary in connection with the proposed Commitment Increase; and provided further order that the minimum outstanding balance of such Revolving Credit Loans reflect the Commitment Percentages of each Assuming Lender that becomes a party the Lenders after giving effect to this Agreement any increase pursuant to this Section 2.5.11(ii2.8, (iii) each such increase shall be in minimum amounts of at least equal to Five Million Dollars ($10,000,000. If 5,000,000), and (iv) in no event shall any such increase result in the Increasing Lenders agree to increase their respective Commitments by an aggregate amount in excess of the proposed Aggregate Commitment Increaseexceeding Four Hundred Million Dollars ($400,000,000). Any increase to the Aggregate Commitment pursuant to clause (a) of the first sentence of this Section 2.8 shall become effective upon the execution of a supplement in the form of Exhibit H hereto (a "Commitment Increase Supplement"), executed by the Borrower, the proposed Commitment Increase shall be allocated among such Increasing Administrative Agent and the increasing Lender or Lenders in proportion to their respective Commitments immediately prior together with a replacement Revolving Credit Note and any increase to the Increase DateAggregate Commitment pursuant to clause (b) of the first sentence of this Section 2.8 shall become effective upon the execution of a supplement in the form of Exhibit I hereto (a "New Lender Supplement") by the Borrower, Administrative Agent and relevant New Lender or Lenders together with a corresponding Revolving Credit Note. If agreement is reached on or prior The Administrative Agent shall forward copies of any such supplement to the applicable Commitment Date with any Increasing Lenders and Assuming Lenders as to a Commitment Increase (which may be less than but not greater than specified in the applicable notice from the Company), such agreement to be evidenced by a notice in reasonable detail from the Company to the Agent on or prior to the applicable Commitment Date, such Assuming Lenders, if any, shall become Lenders hereunder as of the applicable Increase Date and the Commitments of such Increasing Lenders and such Assuming Lenders shall become or be, as the case may be, as of the Increase Date, the amounts specified in such notice; provided that:promptly upon receipt thereof.

Increase in the Aggregate Commitment. The Borrower shall have the right, on ten (a10) The Company may at any time, by Business Days' prior written notice to the Administrative Agent, propose that the Aggregate Commitment be increased (the amount of such increase being a "Commitment Increase"), effective so long as at a date prior to the Termination Date (an "Increase Date") as to which agreement is to be reached by an earlier date specified in such notice (a "Commitment Date"); provided, however, that (A) the Company may not propose more than two Commitment Increases in any calendar year, (B) the minimum proposed Commitment Increase per notice shall be $10,000,000, (C) in no event shall the Aggregate Commitment at any time exceed $800,000,000, and (D) no Default or Unmatured Event of Default shall have occurred and be continuing on such Increase or would result therefrom, at any time and from time to time prior to the Maturity Date. The Agent shall notify , to increase the total amount of the Aggregate Commitment hereunder by (a) accepting the offer of any existing Lender or Lenders thereof promptly upon to increase its receipt (or their) Commitment (or Commitments) up to the amount of any such notice. The Agent agrees that it will cooperate with increase and/or (b) accepting the Company in discussions with the Lenders and other Eligible Banks with offer or offers of any Person or Persons (not then a view to arranging the proposed Commitment Increase through the increase of the Commitments of, first, one or more of the Lenders (each such Lender that is willing to increase its Commitment hereunder being an "Increasing Lender") and, if the existing Lenders are not willing, in the aggregate, to increase their Commitments by the amount of the requested Commitment Increase, then by the addition of one or more other Eligible Banks (each an "Assuming Lender"), with the consent of the Administrative Agent constituting an Eligible Assignee to become a new Lender hereto (which consent a "New Lender") with a Commitment (or Commitments) up to the amount (or aggregate amount) of any such increase; provided, that any such increase shall be offered first to the Administrative Agent, then to the existing Lenders (on a pro rata basis) prior to offering any such increase to a Person not be unreasonably withheld), as Lenders and as parties a party to this Agreement; provided, howeverfurther, that it (i) in no event shall be in each any Lender's sole discretion whether Commitment be increased without the consent of such Lender, (ii) if any Revolving Credit Loans are outstanding hereunder on the date that any such increase is to increase its Commitment hereunder become effective, the Administrative Agent and Lenders shall make such transfers of funds as are necessary in connection with the proposed Commitment Increase; and provided further order that the minimum outstanding balance of such Revolving Credit Loans reflect the Commitment Percentages of each Assuming Lender that becomes a party the Lenders after giving effect to this Agreement any increase pursuant to this Section 2.5.11(ii2.7, (iii) each such increase shall be in minimum amounts of at least equal to Five Million Dollars ($10,000,000. If 5,000,000), and (iv) in no event shall any such increase result in the Increasing Lenders agree to increase their respective Commitments by an aggregate amount in excess of the proposed Aggregate Commitment Increaseexceeding Six Hundred Million Dollars ($600,000,000). Any increase to the Aggregate Commitment pursuant to clause (a) of the first sentence of this Section 2.7 shall become effective upon the execution of a supplement in the form of Exhibit H hereto (a "Commitment Increase Supplement"), executed by the Borrower, the proposed Commitment Increase shall be allocated among such Increasing Administrative Agent and the increasing Lender or Lenders in proportion to their respective Commitments immediately prior together with a replacement Revolving Credit Note, if requested, and any increase to the Increase DateAggregate Commitment pursuant to clause (b) of the first sentence of this Section 2.7 shall become effective upon the execution of a supplement in the form of Exhibit I hereto (a "New Lender Supplement") by the Borrower, Administrative Agent and relevant New Lender or Lenders together with a corresponding Revolving Credit Note, if requested. If agreement is reached on or prior The Administrative Agent shall forward copies of any such supplement to the applicable Commitment Date with any Increasing Lenders and Assuming Lenders as to a Commitment Increase (which may be less than but not greater than specified in the applicable notice from the Company), such agreement to be evidenced by a notice in reasonable detail from the Company to the Agent on or prior to the applicable Commitment Date, such Assuming Lenders, if any, shall become Lenders hereunder as of the applicable Increase Date and the Commitments of such Increasing Lenders and such Assuming Lenders shall become or be, as the case may be, as of the Increase Date, the amounts specified in such notice; provided that:promptly upon receipt thereof.