Common use of Increase in the Total Commitments Clause in Contracts

Increase in the Total Commitments. (a) The Borrower may, without the consent of the Banks, the Administrative Agent or the Issuing Banks, from time to time cause an increase in the Total Commitments (each, a “Commitment Increase”), whether or not the Total Commitments have been reduced pursuant to Section 4.5, by obtaining Commitments from one or more additional Eligible Assignees that are not already Banks hereunder (each, a “New Bank”) and/or by allowing one or more existing Banks to increase their respective Commitments (each, an “Increasing Bank”); provided that (i) each Commitment Increase shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) each Commitment Increase shall become effective as of a date (the “Increase Date”) that is at least 90 days prior to the Maturity Date then in effect, (iii) no such Commitment Increase shall result in the Total Commitments exceeding $450,000,000, (iv) each New Bank and each Increasing Bank providing any portion of any Commitment Increase must be satisfactory to the Administrative Agent and each Issuing Bank, which approval shall not be unreasonably withheld, delayed or conditioned, (v) no Bank shall be required to provide any such increase, and (vi) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.3 shall be satisfied. (b) Each Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent substantially in the form attached hereto as Exhibit E. Each such notice shall specify (i) the proposed Increase Date, (ii) the amount of the requested Commitment Increase (which amount shall conform to the requirements of Section 2.6(a)), (iii) the identity of each New Bank and/or each Increasing Bank that is participating in such Commitment Increase, and (iv) the amount of the respective Commitments of the then existing Banks and the New Banks from and after the applicable Increase Date. If the Administrative Agent and each Issuing Bank approve the New Banks and/or Increasing Banks participating in such Commitment Increase (such approval not to be unreasonably withheld, delayed or conditioned), the Borrower, the Administrative Agent, the Issuing Banks and the applicable New Banks and/or Increasing Banks shall execute a Commitment Increase Agreement, and such Commitment Increase shall be effective on the Increase Date specified therein; provided that, as a condition to the effectiveness of any Commitment Increase, if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving such Commitment Increase and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering such matters covered by the opinions of counsel delivered pursuant to Section 5.1(c) as the Administrative Agent may reasonably request. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Banks (including each New Bank) and the Borrower of the occurrence of the Commitment Increase effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each New Bank. (c) The Borrower acknowledges that, if the Total Commitments are increased on a non-pro-rata basis pursuant to any Commitment Increase and there are any outstanding Loans as of the Increase Date for such Commitment Increase, prepayments and/or fundings of all or portions of certain Loans on such date may be required in order for each Bank to hold its Revolving Percentage of each outstanding Loan after giving effect to such Commitment Increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon each Commitment Increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such Commitment Increase.

Increase in the Total Commitments. (a) The Borrower may, without the consent of the Banks, the Administrative Agent or the Issuing Banks, from time to time cause an increase in the Total Commitments (each, a “Commitment Increase”), whether or not the Total Commitments have been reduced pursuant to Section 4.5, by obtaining Commitments from one or more additional Eligible Assignees that are not already Banks hereunder (each, a “New Bank”) and/or by allowing one or more existing Banks to increase their respective Commitments (each, an “Increasing Bank”); provided that (i) each Commitment Increase shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) each Commitment Increase shall become effective as of a date (the “Increase Date”) that is at least 90 days prior to the Maturity Date then in effect, (iii) no such Commitment Increase shall result in the Total Commitments exceeding $450,000,0003,000,000,000, (iv) each New Bank and each Increasing Bank providing any portion of any Commitment Increase must be satisfactory to the Administrative Agent Agent, the Swingline Lender and each Issuing Bank, which approval shall not be unreasonably withheld, delayed or conditioned, (v) no Bank shall be required to provide any such increase, and (vi) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.3 shall be satisfied. (b) Each Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent substantially in the form attached hereto as Exhibit E. Each such notice shall specify (i) the proposed Increase Date, (ii) the amount of the requested Commitment Increase (which amount shall conform to the requirements of Section 2.6(a)), (iii) the identity of each New Bank and/or each Increasing Bank that is participating in such Commitment Increase, and (iv) the amount of the respective Commitments of the then existing Banks and the New Banks from and after the applicable Increase Date. If the Administrative Agent and each Issuing Bank approve the New Banks and/or Increasing Banks participating in such Commitment Increase (such approval not to be unreasonably withheld, delayed or conditioned), the Borrower, the Administrative Agent, the Issuing Banks and the applicable New Banks and/or Increasing Banks shall execute a Commitment Increase Agreement, and such Commitment Increase shall be effective on the Increase Date specified therein; provided that, as a condition to the effectiveness of any Commitment Increase, if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving such Commitment Increase and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering such matters covered by the opinions of counsel delivered pursuant to Section 5.1(c) as the Administrative Agent may reasonably request. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Banks (including each New Bank) and the Borrower of the occurrence of the Commitment Increase effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each New Bank. (c) The Borrower acknowledges that, if the Total Commitments are increased on a non-pro-rata basis pursuant to any Commitment Increase and there are any outstanding Loans as of the Increase Date for such Commitment Increase, prepayments and/or fundings of all or portions of certain Loans on such date may be required in order for each Bank to hold its Revolving Percentage of each outstanding Loan after giving effect to such Commitment Increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon each Commitment Increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such Commitment Increase.

Increase in the Total Commitments. (a) The Borrower may, without the consent of the Banks, the Administrative Agent or the Issuing Banks, from time to time cause an increase in the Total Commitments (each, a “Commitment Increase”), whether or not the Total Commitments have been reduced pursuant to Section 4.5, by obtaining Commitments from one or more additional Eligible Assignees that are not already Banks hereunder (each, a “New Bank”) and/or by allowing one or more existing Banks to increase their respective Commitments (each, an “Increasing Bank”); provided that (i) each Commitment Increase shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) each Commitment Increase shall become effective as of a date (the “Increase Date”) that is at least 90 days prior to the Maturity Date then in effect, (iii) no such Commitment Increase shall result in the Total Commitments exceeding $450,000,0003,000,000,000, (iv) each New Bank and each Increasing Bank providing any portion of any Commitment Increase must be satisfactory to the Administrative Agent and each Issuing Bank, which approval shall not be unreasonably withheld, delayed or conditioned, (v) no Bank shall be required to provide any such increase, and (vi) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.3 shall be satisfied. (b) Each Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent substantially in the form attached hereto as Exhibit E. Each such notice shall specify (i) the proposed Increase Date, (ii) the amount of the requested Commitment Increase (which amount shall conform to the requirements of Section 2.6(a)), (iii) the identity of each New Bank and/or each Increasing Bank that is participating in such Commitment Increase, and (iv) the amount of the respective Commitments of the then existing Banks and the New Banks from and after the applicable Increase Date. If the Administrative Agent and each Issuing Bank approve the New Banks and/or Increasing Banks participating in such Commitment Increase (such approval not to be unreasonably withheld, delayed or conditioned), the Borrower, the Administrative Agent, the Issuing Banks and the applicable New Banks and/or Increasing Banks shall execute a Commitment Increase Agreement, and such Commitment Increase shall be effective on the Increase Date specified therein; provided that, as a condition to the effectiveness of any Commitment Increase, if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving such Commitment Increase and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering such matters covered by the opinions of counsel delivered pursuant to Section 5.1(c) as the Administrative Agent may reasonably request. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Banks (including each New Bank) and the Borrower of the occurrence of the Commitment Increase effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each New Bank. (c) The Borrower acknowledges that, if the Total Commitments are increased on a non-pro-rata basis pursuant to any Commitment Increase and there are any outstanding Loans as of the Increase Date for such Commitment Increase, prepayments and/or fundings of all or portions of certain Loans on such date may be required in order for each Bank to hold its Revolving Percentage of each outstanding Loan after giving effect to such Commitment Increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon each Commitment Increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such Commitment Increase.

Increase in the Total Commitments. (a) The Borrower may, without the consent of the Banks, the Administrative Agent or the Issuing Banks, from time to time cause an increase in the Total Commitments (each, a “Commitment Increase”), whether or not the Total Commitments have been reduced pursuant to Section 4.5, by obtaining Commitments from one or more additional Eligible Assignees that are not already Banks hereunder (each, a “New Bank”) and/or by allowing one or more existing Banks to increase their respective Commitments (each, an “Increasing Bank”); provided that (i) each Commitment Increase shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) each Commitment Increase shall become effective as of a date (the “Increase Date”) that is at least 90 days prior to the Maturity Date then in effect, (iii) no such Commitment Increase shall result in the Total Commitments exceeding $450,000,0001,800,000,000, (iv) each New Bank and each Increasing Bank providing any portion of any Commitment Increase must be satisfactory to the Administrative Agent and each Issuing Bank, which approval shall not be unreasonably withheld, delayed or conditioned, (v) no Bank shall be required to provide any such increase, and (vi) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.3 shall be satisfied. (b) Each Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent substantially in the form attached hereto as Exhibit E. Each such notice shall specify (i) the proposed Increase Date, (ii) the amount of the requested Commitment Increase (which amount shall conform to the requirements of Section 2.6(a)), (iii) the identity of each New Bank and/or each Increasing Bank that is participating in such Commitment Increase, and (iv) the amount of the respective Commitments of the then existing Banks and the New Banks from and after the applicable Increase Date. If the Administrative Agent and each Issuing Bank approve the New Banks and/or Increasing Banks participating in such Commitment Increase (such approval not to be unreasonably withheld, delayed or conditioned), the Borrower, the Administrative Agent, the Issuing Banks and the applicable New Banks and/or Increasing Banks shall execute a Commitment Increase Agreement, and such Commitment Increase shall be effective on the Increase Date specified therein; provided that, as a condition to the effectiveness of any Commitment Increase, if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving such Commitment Increase and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering such matters covered by the opinions of counsel delivered pursuant to Section 5.1(c) as the Administrative Agent may reasonably request. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Banks (including each New Bank) and the Borrower of the occurrence of the Commitment Increase effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each New Bank. (c) The Borrower acknowledges that, if the Total Commitments are increased on a non-pro-rata basis pursuant to any Commitment Increase and there are any outstanding Loans as of the Increase Date for such Commitment Increase, prepayments and/or fundings of all or portions of certain Loans on such date may be required in order for each Bank to hold its Revolving Percentage of each outstanding Loan after giving effect to such Commitment Increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon each Commitment Increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such Commitment Increase.

Increase in the Total Commitments. (a) The Borrower may, without the consent of the Banks, the Administrative Agent or the Issuing Banks, from time to time cause an increase in the Total Commitments (each, a “Commitment Increase”), whether or not the Total Commitments have been reduced pursuant to Section 4.5, by obtaining Commitments from one or more additional Eligible Assignees that are not already Banks hereunder (each, a “New Bank”) and/or by allowing one or more existing Banks to increase their respective Commitments (each, an “Increasing Bank”); provided that (i) each Commitment Increase shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) each Commitment Increase shall become effective as of a date (the “Increase Date”) that is at least 90 days prior to the Maturity Date then in effect, (iii) no such Commitment Increase shall result in the Total Commitments exceeding $450,000,0001,375,000,000, (iv) each New Bank and each Increasing Bank providing any portion of any Commitment Increase must be satisfactory to the Administrative Agent and each Issuing Bank, which approval shall not be unreasonably withheld, delayed or conditioned, (v) no Bank shall be required to provide any such increase, and (vi) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.3 shall be satisfied. (b) Each Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent substantially in the form attached hereto as Exhibit E. Each such notice shall specify (i) the proposed Increase Date, (ii) the amount of the requested Commitment Increase (which amount shall conform to the requirements of Section 2.6(a)), (iii) the identity of each New Bank and/or each Increasing Bank that is participating in such Commitment Increase, and (iv) the amount of the respective Commitments of the then existing Banks and the New Banks from and after the applicable Increase Date. If the Administrative Agent and each Issuing Bank approve the New Banks and/or Increasing Banks participating in such Commitment Increase (such approval not to be unreasonably withheld, delayed or conditioned), the Borrower, the Administrative Agent, the Issuing Banks and the applicable New Banks and/or Increasing Banks shall execute a Commitment Increase Agreement, and such Commitment Increase shall be effective on the Increase Date specified therein; provided that, as a condition to the effectiveness of any Commitment Increase, if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving such Commitment Increase and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering such matters covered by the opinions of counsel delivered pursuant to Section 5.1(c) as the Administrative Agent may reasonably request. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Banks (including each New Bank) and the Borrower of the occurrence of the Commitment Increase effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each New Bank. (c) The Borrower acknowledges that, if the Total Commitments are increased on a non-pro-rata basis pursuant to any Commitment Increase and there are any outstanding Loans as of the Increase Date for such Commitment Increase, prepayments and/or fundings of all or portions of certain Loans on such date may be required in order for each Bank to hold its Revolving Percentage of each outstanding Loan after giving effect to such Commitment Increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon each Commitment Increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such Commitment Increase.

Increase in the Total Commitments. (a) The Borrower may, without the consent of the Banks, the Administrative Agent or the Issuing Banks, from time to time cause an increase in the Total Commitments (each, a “Commitment Increase”), whether or not the Total Commitments have been reduced pursuant to Section 4.5, by obtaining Commitments from one or more additional Eligible Assignees that are not already Banks hereunder (each, a “New Bank”) and/or by allowing one or more existing Banks to increase their respective Commitments (each, an “Increasing Bank”); provided that (i) each Commitment Increase shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) each Commitment Increase shall become effective as of a date (the “Increase Date”) that is at least 90 days prior to the Maturity Date then in effect, (iii) no such Commitment Increase shall result in the Total Commitments exceeding $450,000,0001,075,000,000, (iv) each New Bank and each Increasing Bank providing any portion of any Commitment Increase must be satisfactory to the Administrative Agent and each Issuing Bank, which approval shall not be unreasonably withheld, delayed or conditioned, (v) no Bank shall be required to provide any such increase, and (vi) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.3 shall be satisfied. (b) Each Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent substantially in the form attached hereto as Exhibit E. Each such notice shall specify (i) the proposed Increase Date, (ii) the amount of the requested Commitment Increase (which amount shall conform to the requirements of Section 2.6(a)), (iii) the identity of each New Bank and/or each Increasing Bank that is participating in such Commitment Increase, and (iv) the amount of the respective Commitments of the then existing Banks and the New Banks from and after the applicable Increase Date. If the Administrative Agent and each Issuing Bank approve the New Banks and/or Increasing Banks participating in such Commitment Increase (such approval not to be unreasonably withheld, delayed or conditioned), the Borrower, the Administrative Agent, the Issuing Banks and the applicable New Banks and/or Increasing Banks shall execute a Commitment Increase Agreement, and such Commitment Increase shall be effective on the Increase Date specified therein; provided that, as a condition to the effectiveness of any Commitment Increase, if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving such Commitment Increase and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering such matters covered by the opinions of counsel delivered pursuant to Section 5.1(c) as the Administrative Agent may reasonably request. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Banks (including each New Bank) and the Borrower of the occurrence of the Commitment Increase effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each New Bank. (c) The Borrower acknowledges that, if the Total Commitments are increased on a non-pro-rata basis pursuant to any Commitment Increase and there are any outstanding Loans as of the Increase Date for such Commitment Increase, prepayments and/or fundings of all or portions of certain Loans on such date may be required in order for each Bank to hold its Revolving Percentage of each outstanding Loan after giving effect to such Commitment Increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon each Commitment Increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such Commitment Increase.

Increase in the Total Commitments. (a) The Borrower may, without the consent of the Banks, the Administrative Agent or the Issuing Banks, from time to time cause an increase in the Total Commitments (each, a “Commitment Increase”), whether or not the Total Commitments have been reduced pursuant to Section 4.5, by obtaining Commitments from one or more additional Eligible Assignees that are not already Banks hereunder (each, a “New Bank”) and/or by allowing one or more existing Banks to increase their respective Commitments (each, an “Increasing Bank”); provided that (i) each Commitment Increase shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) each Commitment Increase shall become effective as of a date (the “Increase Date”) that is at least 90 days prior to the Maturity Date then in effect, (iii) no such Commitment Increase shall result in the Total Commitments exceeding $450,000,0002,200,000,000, (iv) each New Bank and each Increasing Bank providing any portion of any Commitment Increase must be satisfactory to the Administrative Agent and each Issuing Bank, which approval shall not be unreasonably withheld, delayed or conditioned, (v) no Bank shall be required to provide any such increase, and (vi) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.3 shall be satisfied. (b) Each Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent substantially in the form attached hereto as Exhibit E. Each such notice shall specify (i) the proposed Increase Date, (ii) the amount of the requested Commitment Increase (which amount shall conform to the requirements of Section 2.6(a)), (iii) the identity of each New Bank and/or each Increasing Bank that is participating in such Commitment Increase, and (iv) the amount of the respective Commitments of the then existing Banks and the New Banks from and after the applicable Increase Date. If the Administrative Agent and each Issuing Bank approve the New Banks and/or Increasing Banks participating in such Commitment Increase (such approval not to be unreasonably withheld, delayed or conditioned), the Borrower, the Administrative Agent, the Issuing Banks and the applicable New Banks and/or Increasing Banks shall execute a Commitment Increase Agreement, and such Commitment Increase shall be effective on the Increase Date specified therein; provided that, as a condition to the effectiveness of any Commitment Increase, if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving such Commitment Increase and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering such matters covered by the opinions of counsel delivered pursuant to Section 5.1(c) as the Administrative Agent may reasonably request. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Banks (including each New Bank) and the Borrower of the occurrence of the Commitment Increase effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each New Bank. (c) The Borrower acknowledges that, if the Total Commitments are increased on a non-pro-rata basis pursuant to any Commitment Increase and there are any outstanding Loans as of the Increase Date for such Commitment Increase, prepayments and/or fundings of all or portions of certain Loans on such date may be required in order for each Bank to hold its Revolving Percentage of each outstanding Loan after giving effect to such Commitment Increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon each Commitment Increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such Commitment Increase.

Increase in the Total Commitments. (a) The Borrower may, without the consent of the Banks, the Administrative Agent or the Issuing Banks, from time to time cause an increase in the Total Commitments (each, a “Commitment Increase”), whether or not the Total Commitments have been reduced pursuant to Section 4.55.5, by obtaining Commitments from one or more additional Eligible Assignees that are not already Banks hereunder (each, a “New Bank”) and/or by allowing one or more existing Banks to increase their respective Commitments (each, an “Increasing Bank”); provided that (i) each Commitment Increase shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) each Commitment Increase shall become effective as of a date (the “Increase Date”) that is at least 90 days prior to the Maturity Date then in effect, (iii) no such Commitment Increase shall result in the Total Commitments exceeding $450,000,000600,000,000, (iv) each New Bank and each Increasing Bank providing any portion of any Commitment Increase must be satisfactory to the Administrative Agent and each Issuing Bank, which approval shall not be unreasonably withheld, delayed or conditioned, (v) no Bank shall be required to provide any such increase, and (vi) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.3 6.3 shall be satisfied. (b) Each Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent substantially in the form attached hereto as Exhibit E. Each such notice shall specify (i) the proposed Increase Date, (ii) the amount of the requested Commitment Increase (which amount shall conform to the requirements of Section 2.6(a)), (iii) the identity of each New Bank and/or each Increasing Bank that is participating in such Commitment Increase, and (iv) the amount of the respective Commitments of the then existing Banks and the New Banks from and after the applicable Increase Date. If the Administrative Agent and each Issuing Bank approve the New Banks and/or Increasing Banks participating in such Commitment Increase (such approval not to be unreasonably withheld, delayed or conditioned), the Borrower, the Administrative Agent, the Issuing Banks and the applicable New Banks and/or Increasing Banks shall execute a Commitment Increase Agreement, and such Commitment Increase shall be effective on the Increase Date specified therein; provided that, as a condition to the effectiveness of any Commitment Increase, if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving such Commitment Increase and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering such matters covered by the opinions of counsel delivered pursuant to Section 5.1(c6.1(c) as the Administrative Agent may reasonably request. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Banks (including each New Bank) and the Borrower of the occurrence of the Commitment Increase effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each New Bank. (c) The Borrower acknowledges that, if the Total Commitments are increased on a non-pro-rata basis pursuant to any Commitment Increase and there are any outstanding Loans as of the Increase Date for such Commitment Increase, prepayments and/or fundings of all or portions of certain Loans on such date may be required in order for each Bank to hold its Revolving Percentage of each outstanding Loan after giving effect to such Commitment Increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon each Commitment Increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such Commitment Increase.

Increase in the Total Commitments. (a) The Borrower may, without the consent of the Banks, the Administrative Agent or the Issuing Banks, from time to time cause an increase in the Total Commitments (each, a “Commitment Increase”), whether or not the Total Commitments have been reduced pursuant to Section 4.5, by obtaining Commitments from one or more additional Eligible Assignees that are not already Banks hereunder (each, a “New Bank”) and/or by allowing one or more existing Banks to increase their respective Commitments (each, an “Increasing Bank”); provided that (i) each Commitment Increase shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) each Commitment Increase shall become effective as of a date (the “Increase Date”) that is at least 90 days prior to the Maturity Date then in effect, (iii) no such Commitment Increase shall result in the Total Commitments exceeding $450,000,000, (iv) each New Bank and each Increasing Bank providing any portion of any Commitment Increase must be satisfactory to the Administrative Agent Agent, the Swingline Lender and each Issuing Bank, which approval shall not be unreasonably withheld, delayed or conditioned, (v) no Bank shall be required to provide any such increase, and (vi) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.3 shall be satisfied. (b) Each Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent substantially in the form attached hereto as Exhibit E. Each such notice shall specify (i) the proposed Increase Date, (ii) the amount of the requested Commitment Increase (which amount shall conform to the requirements of Section 2.6(a)), (iii) the identity of each New Bank and/or each Increasing Bank that is participating in such Commitment Increase, and (iv) the amount of the respective Commitments of the then existing Banks and the New Banks from and after the applicable Increase Date. If the Administrative Agent and each Issuing Bank approve the New Banks and/or Increasing Banks participating in such Commitment Increase (such approval not to be unreasonably withheld, delayed or conditioned), the Borrower, the Administrative Agent, the Issuing Banks and the applicable New Banks and/or Increasing Banks shall execute a Commitment Increase Agreement, and such Commitment Increase shall be effective on the Increase Date specified therein; provided that, as a condition to the effectiveness of any Commitment Increase, if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving such Commitment Increase and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering such matters covered by the opinions of counsel delivered pursuant to Section 5.1(c) as the Administrative Agent may reasonably request. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Banks (including each New Bank) and the Borrower of the occurrence of the Commitment Increase effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each New Bank. (c) The Borrower acknowledges that, if the Total Commitments are increased on a non-pro-rata basis pursuant to any Commitment Increase and there are any outstanding Loans as of the Increase Date for such Commitment Increase, prepayments and/or fundings of all or portions of certain Loans on such date may be required in order for each Bank to hold its Revolving Percentage of each outstanding Loan after giving effect to such Commitment Increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon each Commitment Increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such Commitment Increase.

Increase in the Total Commitments. (a) The Borrower may, without the consent of the Banks, the Administrative Agent or the Issuing Banks, from time to time cause an increase in the Total Commitments (each, a “Commitment Increase”), whether or not the Total Commitments have been reduced pursuant to Section 4.5, by obtaining Commitments from one or more additional Eligible Assignees that are not already Banks hereunder (each, a “New Bank”) and/or by allowing one or more existing Banks to increase their respective Commitments (each, an “Increasing Bank”); provided that (i) each Commitment Increase shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) each Commitment Increase shall become effective as of a date (the “Increase Date”) that is at least 90 days prior to the Maturity Date then in effect, (iii) no such Commitment Increase shall result in the Total Commitments exceeding $450,000,0001,550,000,000, (iv) each New Bank and each Increasing Bank providing any portion of any Commitment Increase must be satisfactory to the Administrative Agent Agent, the Swingline Lender and each Issuing Bank, which approval shall not be unreasonably withheld, delayed or conditioned, (v) no Bank shall be required to provide any such increase, and (vi) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.3 shall be satisfied. (b) Each Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent substantially in the form attached hereto as Exhibit E. Each such notice shall specify (i) the proposed Increase Date, (ii) the amount of the requested Commitment Increase (which amount shall conform to the requirements of Section 2.6(a)), (iii) the identity of each New Bank and/or each Increasing Bank that is participating in such Commitment Increase, and (iv) the amount of the respective Commitments of the then existing Banks and the New Banks from and after the applicable Increase Date. If the Administrative Agent and each Issuing Bank approve the New Banks and/or Increasing Banks participating in such Commitment Increase (such approval not to be unreasonably withheld, delayed or conditioned), the Borrower, the Administrative Agent, the Issuing Banks and the applicable New Banks and/or Increasing Banks shall execute a Commitment Increase Agreement, and such Commitment Increase shall be effective on the Increase Date specified therein; provided that, as a condition to the effectiveness of any Commitment Increase, if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving such Commitment Increase and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering such matters covered by the opinions of counsel delivered pursuant to Section 5.1(c) as the Administrative Agent may reasonably request. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Banks (including each New Bank) and the Borrower of the occurrence of the Commitment Increase effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each New Bank. (c) The Borrower acknowledges that, if the Total Commitments are increased on a non-pro-rata basis pursuant to any Commitment Increase and there are any outstanding Loans as of the Increase Date for such Commitment Increase, prepayments and/or fundings of all or portions of certain Loans on such date may be required in order for each Bank to hold its Revolving Percentage of each outstanding Loan after giving effect to such Commitment Increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon each Commitment Increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such Commitment Increase.

Increase in the Total Commitments. (a) The Borrower may, without the consent of the Banks, the Administrative Agent or the Issuing Banks, from time to time cause an increase in the Total Commitments (each, a “Commitment Increase”), whether or not the Total Commitments have been reduced pursuant to Section 4.5, by obtaining Commitments from one or more additional Eligible Assignees that are not already Banks hereunder (each, a “New Bank”) and/or by allowing one or more existing Banks to increase their respective Commitments (each, an “Increasing Bank”); provided that (i) each Commitment Increase shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) each Commitment Increase shall become effective as of a date (the “Increase Date”) that is at least 90 days prior to the Maturity Date then in effect, (iii) no such Commitment Increase shall result in the Total Commitments exceeding $450,000,000350,000,000, (iv) each New Bank and each Increasing Bank providing any portion of any Commitment Increase must be satisfactory to the Administrative Agent Agent, the Swingline Lender and each Issuing Bank, which approval shall not be unreasonably withheld, delayed or conditioned, (v) no Bank shall be required to provide any such increase, and (vi) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.3 shall be satisfied. (b) Each Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent substantially in the form attached hereto as Exhibit E. Each such notice shall specify (i) the proposed Increase Date, (ii) the amount of the requested Commitment Increase (which amount shall conform to the requirements of Section 2.6(a)), (iii) the identity of each New Bank and/or each Increasing Bank that is participating in such Commitment Increase, and (iv) the amount of the respective Commitments of the then existing Banks and the New Banks from and after the applicable Increase Date. If the Administrative Agent and each Issuing Bank approve the New Banks and/or Increasing Banks participating in such Commitment Increase (such approval not to be unreasonably withheld, delayed or conditioned), the Borrower, the Administrative Agent, the Issuing Banks and the applicable New Banks and/or Increasing Banks shall execute a Commitment Increase Agreement, and such Commitment Increase shall be effective on the Increase Date specified therein; provided that, as a condition to the effectiveness of any Commitment Increase, if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving such Commitment Increase and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering such matters covered by the opinions of counsel delivered pursuant to Section 5.1(c) as the Administrative Agent may reasonably request. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Banks (including each New Bank) and the Borrower of the occurrence of the Commitment Increase effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each New Bank. (c) The Borrower acknowledges that, if the Total Commitments are increased on a non-pro-rata basis pursuant to any Commitment Increase and there are any outstanding Loans as of the Increase Date for such Commitment Increase, prepayments and/or fundings of all or portions of certain Loans on such date may be required in order for each Bank to hold its Revolving Percentage of each outstanding Loan after giving effect to such Commitment Increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon each Commitment Increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such Commitment Increase.

Increase in the Total Commitments. (a) The Borrower may, without the consent of the Banks, the Administrative Agent or the Issuing Banks, from time to time cause an increase in the Total Commitments (each, a “Commitment Increase”), whether or not the Total Commitments have been reduced pursuant to Section 4.5, by obtaining Commitments from one or more additional Eligible Assignees that are not already Banks hereunder (each, a “New Bank”) and/or by allowing one or more existing Banks to increase their respective Commitments (each, an “Increasing Bank”); provided that (i) each Commitment Increase shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) each Commitment Increase shall become effective as of a date (the “Increase Date”) that is at least 90 days prior to the Maturity Date then in effect, (iii) no such Commitment Increase shall result in the Total Commitments exceeding $450,000,0001,425,000,000, (iv) each New Bank and each Increasing Bank providing any portion of any Commitment Increase must be satisfactory to the Administrative Agent and each Issuing Bank, which approval shall not be unreasonably withheld, delayed or conditioned, (v) no Bank shall be required to provide any such increase, and (vi) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.3 shall be satisfied. (b) Each Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent substantially in the form attached hereto as Exhibit E. Each such notice shall specify (i) the proposed Increase Date, (ii) the amount of the requested Commitment Increase (which amount shall conform to the requirements of Section 2.6(a)), (iii) the identity of each New Bank and/or each Increasing Bank that is participating in such Commitment Increase, and (iv) the amount of the respective Commitments of the then existing Banks and the New Banks from and after the applicable Increase Date. If the Administrative Agent and each Issuing Bank approve the New Banks and/or Increasing Banks participating in such Commitment Increase (such approval not to be unreasonably withheld, delayed or conditioned), the Borrower, the Administrative Agent, the Issuing Banks and the applicable New Banks and/or Increasing Banks shall execute a Commitment Increase Agreement, and such Commitment Increase shall be effective on the Increase Date specified therein; provided that, as a condition to the effectiveness of any Commitment Increase, if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving such Commitment Increase and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering such matters covered by the opinions of counsel delivered pursuant to Section 5.1(c) as the Administrative Agent may reasonably request. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Banks (including each New Bank) and the Borrower of the occurrence of the Commitment Increase effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each New Bank. (c) The Borrower acknowledges that, if the Total Commitments are increased on a non-pro-rata basis pursuant to any Commitment Increase and there are any outstanding Loans as of the Increase Date for such Commitment Increase, prepayments and/or fundings of all or portions of certain Loans on such date may be required in order for each Bank to hold its Revolving Percentage of each outstanding Loan after giving effect to such Commitment Increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon each Commitment Increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such Commitment Increase.