Common use of Increased Commitment; Additional Banks Clause in Contracts

Increased Commitment; Additional Banks. (a) On a single occasion during each year subsequent to the Closing Date, the Company may, upon at least thirty (30) days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Banks), propose to increase the amount of the Commitment in an aggregate minimum amount of $10,000,000 and an aggregate maximum amount not to exceed $500,000,000 (the amount of any such increase, the “Increased Commitment”); provided that the conditions set forth in Section 2.8(c) are satisfied. Each Bank party to this Agreement at such time shall have the right (but no obligation), for a period of fifteen (15) days following receipt of such notice, to elect by notice to the Company and the Administrative Agent to increase its Pro Rata Share of the Commitment by a principal amount which bears the same ratio to the Increased Commitment as its then Pro Rata Share of the Commitment bears to the Commitment then existing. (b) If any Bank party to this Agreement shall not elect to increase its Pro Rata Share of the Commitment pursuant to subsection (a) of this Section 2.8, the Company may designate another bank or other banks (which may be, but need not be, one or more of the existing Banks, but which shall be an Eligible Assignee), which at the time agree to (i) in the case of any such Bank that is an existing Bank, increase its Pro Rata Share of the Commitment and (ii) in the case of any other such Bank (an “Additional Bank”), become a party to this Agreement, provided that the Pro Rata Share of the Commitment of each Additional Bank equals or exceeds $10,000,000. The sum of the increases in the Pro Rata Shares of the Commitment of the existing Banks pursuant to this subsection (b) plus the Pro Rata Shares of the Commitment of the Additional Banks shall not in the aggregate exceed the unsubscribed amount of the Increased Commitments. (c) An increase in the aggregate amount of the Commitment pursuant to this Section 2.8 shall become effective on the date (the “Increase Date”) on which the Administrative Agent receives an agreement in form and substance satisfactory to the Administrative Agent signed by the Company, by each Additional Bank and by each other Bank whose Pro Rata Share of the Commitment is to be increased, setting forth the new Pro Rata Shares of the Commitment of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with (x) a certificate dated as of the Increase Date (i) certifying and attaching the resolutions adopted by the Company approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article 4 are true and correct in all material respects (except that to the extent any representation or warranty is qualified by materiality, it shall be true and correct in all respects) on and as of the Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.8, the representations and warranties contained in Sections 4.5, 4.6 and 4.8 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.1, and (B) no Default exists, and (y) such opinions of counsel for the Company with respect to the Increased Commitment as the Administrative Agent may reasonably request.

Increased Commitment; Additional Banks. (a) On a single occasion during each year subsequent to the Closing Date, the Company may, upon at least thirty (30) days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to such Banks and such Eligible Assignees identified by the BanksCompany), propose to increase the amount of the Commitment in an aggregate minimum amount of $10,000,000 and an aggregate maximum amount not to exceed $500,000,000 1,250,000,000 (the amount of any such increase, the “Increased Commitment”); provided that the conditions set forth in Section 2.8(c) are satisfied. Each such Bank party to this Agreement at and each such time Eligible Assignee shall have the right (but no obligation), for a period of fifteen (15) days following receipt of such notice, to elect by notice to the Company and the Administrative Agent to increase its Pro Rata Share of the Commitment by a principal amount which bears the same ratio to participate in the Increased Commitment as its then Pro Rata Share of the Commitment bears to the Commitment then existingCommitment. (b) If any Each such Bank party and Eligible Assignee that agrees to this Agreement participate in the Increased Commitment shall not elect to increase its Pro Rata Share of the Commitment pursuant to subsection (a) of this Section 2.8, the Company may designate another bank or other banks (which may be, but need not be, one or more of the existing Banks, but which shall be an Eligible Assignee), which at the time agree to (i) in the case of any such Bank that is an existing Bank, increase its Pro Rata Share of the Commitment and (ii) in the case of any other such Bank Eligible Assignee (an “Additional Bank”), become a party to this Agreement, provided that the Pro Rata Share of the Commitment of each Additional Bank equals or exceeds $10,000,000. The sum of the increases in the Pro Rata Shares of the Commitment of the existing Banks pursuant to this subsection (b) plus the Pro Rata Shares of the Commitment of the Additional Banks shall not in the aggregate exceed the unsubscribed amount of the Increased Commitments. (c) An increase in the aggregate amount of the Commitment pursuant to this Section 2.8 shall become effective on the date (the “Increase Date”) on which the Administrative Agent receives an agreement in form and substance satisfactory to the Administrative Agent signed by the Company, by each Additional Bank and by each other Bank whose Pro Rata Share of the Commitment is to be increased, setting forth the new Pro Rata Shares of the Commitment of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with (x) a certificate dated as of the Increase Date (i) certifying and attaching the resolutions adopted by the Company approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article 4 are true and correct in all material respects (except that to the extent any representation or warranty is qualified by materiality, it shall be true and correct in all respects) on and as of the Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.8, the representations and warranties contained in Sections 4.5, 4.6 and 4.8 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.1, and (B) no Default exists, and (y) such opinions of counsel for the Company with respect to the Increased Commitment as the Administrative Agent may reasonably request.

Increased Commitment; Additional Banks. (a) On a single occasion during each year subsequent to the Closing Date, the Company may, upon at least thirty (30) days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to such Banks and such Eligible Assignees identified by the BanksCompany), propose to increase the amount of the Commitment in an aggregate minimum amount of $10,000,000 and an aggregate maximum amount not to exceed $500,000,000 750,000,000 (the amount of any such increase, the “Increased Commitment”); provided that the conditions set forth in Section 2.8(c) are satisfied. Each such Bank party to this Agreement at and each such time Eligible Assignee shall have the right (but no obligation), for a period of fifteen (15) days following receipt of such notice, to elect by notice to the Company and the Administrative Agent to increase its Pro Rata Share of the Commitment by a principal amount which bears the same ratio to participate in the Increased Commitment as its then Pro Rata Share of the Commitment bears to the Commitment then existingCommitment. (b) If any Each such Bank party and Eligible Assignee that agrees to this Agreement participate in the Increased Commitment shall not elect to increase its Pro Rata Share of the Commitment pursuant to subsection (a) of this Section 2.8, the Company may designate another bank or other banks (which may be, but need not be, one or more of the existing Banks, but which shall be an Eligible Assignee), which at the time agree to (i) in the case of any such Bank that is an existing Bank, increase its Pro Rata Share of the Commitment and (ii) in the case of any other such Bank Eligible Assignee (an “Additional Bank”), become a party to this Agreement, provided that the Pro Rata Share of the Commitment of each Additional Bank equals or exceeds $10,000,000. The sum of the increases in the Pro Rata Shares of the Commitment of the existing Banks pursuant to this subsection (b) plus the Pro Rata Shares of the Commitment of the Additional Banks shall not in the aggregate exceed the unsubscribed amount of the Increased Commitments. (c) An increase in the aggregate amount of the Commitment pursuant to this Section 2.8 shall become effective on the date (the “Increase Date”) on which the Administrative Agent receives an agreement in form and substance satisfactory to the Administrative Agent signed by the Company, by each Additional Bank and by each other Bank whose Pro Rata Share of the Commitment is to be increased, setting forth the new Pro Rata Shares of the Commitment of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with (x) a certificate dated as of the Increase Date (i) certifying and attaching the resolutions adopted by the Company approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article 4 are true and correct in all material respects (except that to the extent any representation or warranty is qualified by materiality, it shall be true and correct in all respects) on and as of the Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.8, the representations and warranties contained in Sections 4.5, 4.6 and 4.8 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.1, and (B) no Default exists, and (y) such opinions of counsel for the Company with respect to the Increased Commitment as the Administrative Agent may reasonably request.