Common use of Optional Commitment Increase Clause in Contracts

Optional Commitment Increase. (a) The Borrower shall have the right at any time and from time to time to increase the total Commitments in an aggregate amount not to exceed $750,000,000 (i) to the extent insufficient Commitments are available from such existing Banks, by requesting that one or more banks or other financial institutions not a party to this Agreement become a Bank hereunder and (ii) by requesting that any Bank already party to this Agreement increase the amount of such Bank’s Commitment; provided that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided, further, that the Commitment of any bank or other financial institution pursuant to clause (i) above shall be in an aggregate principal amount at least equal to $10,000,000; provided, further, that the amount of the increase of any Bank’s Commitment pursuant to clause (ii) above, when added to the amount of such Bank’s Commitment before the increase, shall be in an aggregate principal amount at least equal to $10,000,000. (b) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (a)(i) of this Section 2.19 shall execute a New Bank Supplement (each, a “New Bank Supplement”) with the Borrower and the Administrative Agent, substantially in the form of Exhibit H. Upon its receipt of a New Bank Supplement executed by an additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (a) of this Section 2.19, together with payment to the Administrative Agent of a registration and processing fee of $3,500, the Administrative Agent shall (i) promptly accept such New Bank Supplement and (ii) record the information contained therein in the Register on the effective date determined pursuant thereto, whereupon such bank, financial institution or other entity shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Any increase in the total Commitments pursuant to clause (a)(ii) of this Section 2.19 shall be effective only upon the execution and delivery to the Borrower and the Administrative Agent of a commitment increase supplement in substantially the form of Exhibit I (a “Commitment Increase Supplement”), which Commitment Increase Supplement shall be delivered to the Administrative Agent not less than five Domestic Business Days prior to the Commitment Increase Date and shall specify (i) the amount of any increase in the Commitment of any Bank and (ii) the date such increase is to become effective (the “Commitment Increase Date”). In addition, such changes as the Administrative Agent determines desirable to effectuate the foregoing, including changes to the provision relating to pro rata borrowings, payments and other similar treatment of Banks and the calculation and payment of interest and fees, shall be deemed authorized by the Banks and this Agreement shall be deemed amended upon the effectiveness of such addition of Banks or increase in Commitments, and the Administrative Agent may require that the Borrower prepay and reborrow any outstanding Loans in connection therewith if it determines such action to be desirable to facilitate administration under the Agreement. (c) Any increase in the total Commitments pursuant to this Section 2.19 shall not be effective unless: (i) no Default or Event of Default shall have occurred and be continuing on the Commitment Increase Date; (ii) each of the representations and warranties made by the Borrower and IR Parent in Article IV, or in any certificate delivered pursuant hereto, shall be true and correct in all material respects on the Commitment Increase Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. Each notice requesting an increase in the total Commitments pursuant to this Section 2.19 shall constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.19(c). (d) No Bank shall at any time be required to agree to a request of the Borrower to increase its Commitment or obligations hereunder.

Optional Commitment Increase. (a) The Borrower shall have the right at any time and from time to time to increase the total Commitments in an aggregate amount not to exceed $750,000,000 500,000,000 (i) by requesting that any Bank already party to this Agreement increase the amount of such Bank's Commitment and (ii) to the extent insufficient Commitments are available from such existing Banks, by requesting that one or more banks or other financial institutions not a party to this Agreement become a Bank hereunder and (ii) by requesting that any Bank already party to this Agreement increase the amount of such Bank’s Commitmenthereunder; provided that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided, further, that the Commitment of any bank or other financial institution pursuant to clause (i) above shall be in an aggregate principal amount at least equal to $10,000,000; provided, further, that the amount of the increase of any Bank’s 's Commitment pursuant to clause (ii) above, when added to the amount of such Bank’s 's Commitment before the increase, shall be in an aggregate principal amount at least equal to $10,000,000. (b) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (a)(i) of this Section 2.19 shall execute a New Bank Supplement (each, a “"New Bank Supplement”") with the Borrower and the Administrative Agent, substantially in the form of Exhibit H. Upon its receipt of a New Bank Supplement executed by an additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (a) of this Section 2.19, together with payment to the Administrative Agent of a registration and processing fee of $3,500, the Administrative Agent shall (i) promptly accept such New Bank Supplement and (ii) record the information contained therein in the Register on the effective date determined pursuant thereto, whereupon such bank, financial institution or other entity shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Any increase in the total Commitments pursuant to clause (a)(ii) of this Section 2.19 shall be effective only upon the execution and delivery to the Borrower and the Administrative Agent of a commitment increase supplement in substantially the form of Exhibit I (a “"Commitment Increase Supplement”"), which Commitment Increase Supplement shall be delivered to the Administrative Agent not less than five Domestic Business Days prior to the Commitment Increase Date and shall specify (i) the amount of any increase in the Commitment of any Bank and (ii) the date such increase is to become effective (the “"Commitment Increase Date”"). In addition, such changes as the Administrative Agent determines desirable to effectuate the foregoing, including changes to the provision relating to pro rata borrowings, payments and other similar treatment of Banks and the calculation and payment of interest and fees, shall be deemed authorized by the Banks and this Agreement shall be deemed amended upon the effectiveness of such addition of Banks or increase in Commitments, and the Administrative Agent may require that the Borrower prepay and reborrow any outstanding Loans in connection therewith if it determines such action to be desirable to facilitate administration under the Agreement. (c) Any increase in the total Commitments pursuant to this Section 2.19 shall not be effective unless: (i) no Default or Event of Default shall have occurred and be continuing on the Commitment Increase Date; (ii) each of the representations and warranties made by the Borrower and IR Parent in Article IV, or in any certificate delivered pursuant hereto, shall be true and correct in all material respects on the Commitment Increase Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. Each notice requesting an increase in the total Commitments pursuant to this Section 2.19 shall constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.19(c). (d) No Bank shall at any time be required to agree to a request of the Borrower to increase its Commitment or obligations hereunder.

Optional Commitment Increase. (a) It is acknowledged and agreed among the parties that it is anticipated that the Commitments hereunder will be increased after the date hereof by the addition of new Participants, and the Commitments of the existing Participants may be increased, as contemplated by this Section 3.11(a); provided, that the Aggregate Commitment Amount shall not exceed $1,200,000,000. From time to time at the election of the Lessee, additional Participants may become party to this Participation Agreement and the applicable related Operative Agreements, as Certificate Holders or Lenders (provided that any proposed new Participant must meet the requirements set forth in the definition of "Eligible Assignee" to the reasonable satisfaction of the Administrative Agent) by virtue of the execution and delivery of a completed New Party Supplement substantially in the form of Exhibit Q-1 hereto in the case of Lenders and Exhibit Q-2 hereto in the case of Certificate Holders or in either case in such other form as may be agreed to by the Administrative Agent in its reasonable discretion, executed by the Lessee, such proposed new Participant, the Administrative Agent, and the Trustee. The Borrower Administrative Agent and the Trustee agree to execute and deliver such New Party Supplement promptly upon the request of the Lessee. Upon such execution by the Lessee, the proposed new Participant, the Administrative Agent, and the Trustee, each such new Participant shall have become a Lender or Certificate Holder, as specified in such New Party Supplement, for all purposes hereunder and under the right applicable related Operative Agreements as if originally a party hereto. In addition, the Commitment of any existing Participant may, at any time the request of the Lessee and with the consent of such Participant, from time to time to increase be increased by the total Commitments execution and delivery by such Participant (in an aggregate amount not to exceed $750,000,000 (i) to the extent insufficient Commitments are available from such existing Banksits discretion), by requesting that one or more banks or other financial institutions not a party to this Agreement become a Bank hereunder and (ii) by requesting that any Bank already party to this Agreement increase the amount of such Bank’s Commitment; provided that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided, further, that the Commitment of any bank or other financial institution pursuant to clause (i) above shall be in an aggregate principal amount at least equal to $10,000,000; provided, further, that the amount of the increase of any Bank’s Commitment pursuant to clause (ii) above, when added to the amount of such Bank’s Commitment before the increase, shall be in an aggregate principal amount at least equal to $10,000,000. (b) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (a)(i) of this Section 2.19 shall execute a New Bank Supplement (each, a “New Bank Supplement”) with the Borrower and the Administrative Agent, the Trustee and the Lessee of a completed Participant Increase Supplement, substantially in the form of Exhibit H. Upon R, or in such other form as may be agreed to by the Administrative Agent in its receipt reasonable discretion, and upon such execution and delivery by such parties, the provisions hereof and of the other Operative Agreements which refer to such Commitment shall be deemed amended, mutatis mutandis, to reflect such increase in such Participant's Commitment. The Administrative Agent will cause Schedule I and Schedule II regarding Commitments and Commitment Percentages to be revised, with a copy sent to Lessee, each time a New Bank Party Supplement executed by an additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (a) Participant Increase Supplement has been delivered in accordance with the terms of this Section 2.19, together with payment 3.11(a). Notwithstanding anything contained herein or in any other Operative Agreement to the Administrative Agent contrary, this Section 3.11 shall be of a registration no further force and processing fee effect at such time as the Commitments are reduced for the first time pursuant to Section 3.10 unless such reduction is made solely for the purposes of $3,500continuing Advances pursuant to Section 3.5 or 3.6. (b) Upon the delivery of any New Party Supplement or Participant Increase Supplement, the Administrative Agent shall (i) promptly accept calculate the reallocation of outstanding Loans and Certificate Amounts such New Bank Supplement that, after giving effect to the increased Commitment represented by such supplement, each Participant holds its applicable share of Loans and (ii) record the information contained therein in the Register Certificate Amounts based on the effective date determined pursuant theretopercentage its Loan Commitment or Certificate Commitment bears to the aggregate Loan Commitments or Certificate Commitments, whereupon as applicable (after giving effect to the increased Commitment). The Administrative Agent shall prepare a schedule showing proposed transfers of funds among the Participants to effect the reallocated Loans and Certificate Amounts, and shall provide a copy of such bankschedule to each Participant. Within ten (10) Business Days following the delivery of such schedule to the Participants, financial institution each Participant shall notify the Administrative Agent whether it agrees or disagrees with such calculation. Upon the expiration of such ten (10) Business Day period, the Administrative Agent shall either confirm to the Participants the correctness of the original schedule, or distribute to the Participants a corrected schedule. On the Payment Date following such confirmation or delivery of a corrected schedule, each Participant shall transfer funds to the other entity shall become a Bank for all purposes Participants if and to the same extent reflected on such schedule, whereupon the Loans and Certificate Amounts, as if originally a party hereto and shall be bound by and entitled to the benefits applicable, of this Agreement. Any increase in the total Commitments pursuant to clause (a)(ii) of this Section 2.19 shall be effective only upon the execution and delivery to the Borrower and the Administrative Agent of a commitment increase supplement in substantially the form of Exhibit I (a “Commitment Increase Supplement”), which Commitment Increase Supplement shall be delivered to the Administrative Agent not less than five Domestic Business Days prior to the Commitment Increase Date and shall specify (i) the amount of any increase in the Commitment of any Bank and (ii) the date each such increase is to become effective (the “Commitment Increase Date”). In addition, such changes as the Administrative Agent determines desirable to effectuate the foregoing, including changes to the provision relating to pro rata borrowings, payments and other similar treatment of Banks and the calculation and payment of interest and fees, Participant shall be deemed authorized by the Banks and this Agreement shall be deemed amended upon the effectiveness of such addition of Banks or increase in Commitments, and the Administrative Agent may require that the Borrower prepay and reborrow any outstanding Loans in connection therewith if it determines such action to be desirable to facilitate administration under the Agreement. (c) Any increase in the total Commitments pursuant to this Section 2.19 shall not be effective unless: (i) no Default or Event of Default shall have occurred and be continuing on the Commitment Increase Date; (ii) each of the representations and warranties made by the Borrower and IR Parent in Article IV, or in any certificate delivered pursuant hereto, shall be true and correct in all material respects on the Commitment Increase Date with the same effect as though made on and reallocated as of such date. To the extent necessary to reflect such reallocated Loans and Certificate Amounts, except as applicable, each Participant, the Administrative Agent and the Trustee shall cooperate to effect the exchange of Notes and Certificates, and the issuance of new Notes and Certificates, in each case pursuant to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. Each notice requesting an increase in the total Commitments pursuant to this Section 2.19 shall constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.19(c). (d) No Bank shall at any time be required to agree to a request applicable provisions of the Borrower Loan Agreement and the Trust Agreement, necessary to increase its Commitment or obligations hereunderproperly evidence the Loans and Certificate Amounts as so reallocated.