Common use of Increase in Facility Amount Clause in Contracts

Increase in Facility Amount. The Borrower may, at any time after the Effective Date, deliver a written notice to the Agent (who shall forward a written copy to each Lender Group and the Collateral Agent) (x) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (y) requesting an increase of the Facility Amount to an amount not to exceed $2,000,000,000 (the amount so requested being the “Increased Facility Amount”); provided that, if the Facility Amount equals or exceeds $ 1,000,000,0001,400,000,000, any such increase to the Facility Amount shall be applied solely to the Revolving Commitments. The Facility Amount shall, with the prior written consent of the Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), be so increased to the Increased Facility Amount on the later of (x) the fifth (5th) Business Day immediately following the receipt of such written notice by the Agent, each Lender Group and the Collateral Agent and (y) the date on which Lenders (which may include new Lenders) have executed such documentation as the Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect at such date, equal in the aggregate the Increased Facility Amount. Without limiting the foregoing, the Borrower may, with the prior written consent of the Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion) and notice to the

Increase in Facility Amount. (a) The Borrower may, at any time after the Effective Date, deliver a written notice to the Agent (who shall forward a written copy to each Lender Group and the Collateral Agent) (x) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (y) requesting an increase of the Facility Amount to an amount not to exceed $2,000,000,000 (the amount so requested being the “Increased Facility Amount”); provided that, if the Facility Amount equals or exceeds $ 1,000,000,0001,400,000,000, any such increase to the Facility Amount shall be applied solely to the Revolving Commitments. The Facility Amount shall, with the prior written consent of the Facility Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), (i) increase the Commitment of the existing Lenders (pro rata) with the consent of each such Lender agreeing to an increase (which consent may be so increased conditioned on one or more conditions precedent in its sole discretion), (ii) if such existing Lenders do not agree to the Increased Facility Amount on a pro rata increase of the later Commitments pursuant to the foregoing clause (i), increase the Commitment of (x) the fifth (5th) Business Day immediately following the receipt of such written notice by the Agent, each Lender Group and the Collateral Agent and (y) the date on which existing Lenders (which may include new Lenders) have executed such documentation as the Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect at such date, equal in the aggregate the Increased Facility Amount. Without limiting the foregoing, the Borrower may, non-pro rata with the prior written consent of the Agent each such Lender agreeing to an increase (which consent may be conditioned on one or more conditions precedent in its sole discretion) and/or (iii) if such existing Lenders do not agree to increase the Commitments pursuant to the foregoing clauses (i) or (ii), add additional Lenders satisfactory to the Borrower, in each case which shall increase the Facility Amount by the amount of the increased or new Commitment of each such existing or additional Lenders. Notwithstanding the foregoing, no such increase shall be permitted without the prior written consent of DBNY if, after giving effect to any such increase, DBNY’s Commitment will no longer be at least 51% of the Facility Amount. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and notice no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to theincrease its Commitment.

Increase in Facility Amount. The Borrower may, at any time after the Effective Date, deliver a written notice to the Agent (who shall forward a written copy to each Lender Group and the Collateral Agent) (x) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (y) requesting an increase of the Facility Amount to an amount not to exceed $2,000,000,000 (the amount so requested being the “Increased Facility Amount”); provided that, if the Facility Amount equals or exceeds $ 1,000,000,0001,400,000,000, any such increase to the Facility Amount shall be applied solely to the Revolving Commitments. The Facility Amount shall, with the prior written consent of the Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), be so increased to the Increased Facility Amount on the later of (x) the fifth (5th) Business Day immediately following the receipt of such written notice by the Agent, each Lender Group and the Collateral Agent and (y) the date on which Lenders (which may include new Lenders) have executed such documentation as the Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect at such date, equal in the aggregate the Increased Facility Amount. Without limiting the foregoing, the Borrower may, with the prior written consent of the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion) and prior written notice to theMorningstar, (i) increase the Commitment of the existing Lender Groups (pro rata) with the consent of each such Lender Group, (ii) add additional Lender Groups and/or (iii) increase the Commitment of any Lender Group with the consent of such Lender Group, in each case which shall increase the Facility Amount by the amount of the increased or new Commitment of each such existing or additional Lender Group. Each increase in the Facility Amount shall be allocated to each participating Lender Group pro rata based on their Commitments immediately prior to giving effect to such increase. If any Lender increases its Commitment (including the amount of a new Commitment by a new Lender) (other than in connection with any increase that is designated as a term loan pursuant to Section 2.9), such Lender shall be paid an upfront fee in an amount equal to 0.50% of such increase. Each upfront fee will be paid by (A) any Lender that is concurrently reducing its Commitment (with the consent of the Borrower), up to an aggregate amount equal to 0.50% of such reduction and (B) to the extent any remaining amounts are owed, the Borrower. Notwithstanding the foregoing, no such increase shall be permitted without the prior written consent of DBNY if, after giving effect to any such increase, DBNY’s Commitment will no longer be at least 51% of the Facility Amount.

Increase in Facility Amount. The Borrower may, at any time after the Effective Date, deliver a written notice to the Agent (who shall forward a written copy to each Lender Group and the Collateral Agent) (x) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (y) requesting an increase of the Facility Amount to an amount not to exceed $2,000,000,000 (the amount so requested being the “Increased Facility Amount”); provided that, if the Facility Amount equals or exceeds $ 1,000,000,0001,400,000,000, any such increase to the Facility Amount shall be applied solely to the Revolving Commitments. The Facility Amount shall, with the prior written consent of the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), (i) increase the Commitment of the existing Lenders (pro rata) with the consent of each such Lender, (which consent may be so increased conditioned on one or more conditions precedent in its sole discretion), (ii) if such existing Lenders do not agree to the Increased Facility Amount on a pro rata increase of the later Commitments pursuant to the foregoing clause (i), increase the Commitment of (x) the fifth (5th) Business Day immediately following the receipt of such written notice by the Agent, each Lender Group and the Collateral Agent and (y) the date on which existing Lenders (which may include new Lenders) have executed such documentation as the Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect at such date, equal in the aggregate the Increased Facility Amount. Without limiting the foregoing, the Borrower may, non-pro rata with the prior written consent of the Agent each such Lender (which consent may be conditioned on one or more conditions precedent in its sole discretion) and/or (iii) if such existing Lenders do not agree to increase the Commitments pursuant to the foregoing clauses (i) or (ii), add additional Lenders, in each case which shall increase the Facility Amount by the amount of the increased or new Commitment of each such existing or additional Lender. Notwithstanding the foregoing, no such increase shall be permitted without the prior written consent of DBNY if, after giving effect to any such increase, DBNY’s Commitment will no longer be at least 51% of the Facility Amount. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and notice no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to theincrease its Commitment.

Increase in Facility Amount. The Borrower may, at any time after the Effective Date, deliver a written notice to the Agent (who shall forward a written copy to each Lender Group and the Collateral Agent) (x) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (y) requesting an increase of the Facility Amount to an amount not to exceed $2,000,000,000 (the amount so requested being the “Increased Facility Amount”); provided that, if the Facility Amount equals or exceeds $ 1,000,000,0001,400,000,000, any such increase to the Facility Amount shall be applied solely to the Revolving Commitments. The Facility Amount shall, with the prior written consent of the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), (i) increase the Commitment of the existing Lenders (pro rata) with the consent of each such Lender (which consent may be so increased conditioned on one or more conditions precedent in its sole discretion), (ii) if such existing Lenders do not agree to the Increased Facility Amount on a pro rata increase of the later Commitments pursuant to the foregoing clause (i), increase the Commitment of (x) the fifth (5th) Business Day immediately following the receipt of such written notice by the Agent, each Lender Group and the Collateral Agent and (y) the date on which existing Lenders (which may include new Lenders) have executed such documentation as the Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect at such date, equal in the aggregate the Increased Facility Amount. Without limiting the foregoing, the Borrower may, non-pro rata with the prior written consent of the Agent each such Lender (which consent may be conditioned on one or more conditions precedent in its sole discretion) and/or (iii) if such existing Lenders do not agree to increase the Commitments pursuant to the foregoing clauses (i) or (ii), add additional Lenders, in each case which shall increase the Facility Amount by the amount of the increased or new Commitment of each such existing or additional Lender. Exhibit 10.1 Notwithstanding the foregoing, no such increase shall be permitted without the prior written consent of DBNY if, after giving effect to any such increase, DBNY’s Commitment will no longer be at least 51% of the Facility Amount. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. Upon any increase in the Facility Amount and/or Commitments the Administrative Agent will provide notice to theMorningstar (via email at XXXXxxxxxxxxx@xxxxxxxxxxx.xxx).

Increase in Facility Amount. The Borrower may, at any time after within ninety (90) days of the Effective DateDate (or such longer period as agreed by the Facility Agent and each affected Lender in its sole discretion), deliver a written notice to the Facility Agent (who shall forward a written copy to each Lender Group Agent and the Collateral Agent) (xi) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (yii) requesting an increase of the Facility Amount to an amount not to exceed $2,000,000,000 300,000,000 (the amount so requested being the “Increased Facility Amount”); provided that. Upon satisfaction of the foregoing, if the Facility Amount equals or exceeds $ 1,000,000,0001,400,000,000, any such increase and subject to the Facility Amount shall be applied solely to the Revolving Commitments. The Facility Amount shall, with the prior written consent of the Facility Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), the Facility Amount shall be so increased to the Increased Facility Amount on the later of (x) the fifth (5th) second Business Day immediately following the receipt of such written notice by the Facility Agent, each Lender Group and the Collateral Agent and each Agent and (y) the date on which the applicable Lenders (which may include new Lenders) have executed such documentation as the Facility Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect at as of such date, equal in the aggregate the Increased Facility Amount. Without limiting Notwithstanding anything herein to the foregoingcontrary, after the Borrower maydate that is ninety (90) days after the Effective Date, with the prior written no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent of the Agent (which consent thereto, and each Lender may be conditioned on one or more conditions precedent in at its sole discretion) option, unconditionally and notice without cause, decline to theincrease its Commitment.

Increase in Facility Amount. The Borrower may, at any time after within ninety (90) days of the Effective DateDate (or such longer period as agreed by the Facility Agent and each affected Lender in its sole discretion), deliver a written notice to the Facility Agent (who shall forward a written copy to each Lender Group Agent and the Collateral Agent) (xi) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (yii) requesting an increase of the Facility Amount to an amount not to exceed $2,000,000,000 200,000,000 (the amount so requested being the “Increased Facility Amount”); provided that. Upon satisfaction of the foregoing, if the Facility Amount equals or exceeds $ 1,000,000,0001,400,000,000, any such increase and subject to the Facility Amount shall be applied solely to the Revolving Commitments. The Facility Amount shall, with the prior written consent of the Facility Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), the Facility Amount shall be so increased to the Increased Facility Amount on the later of (x) the fifth (5th) second Business Day immediately following the receipt of such written notice by the Facility Agent, each Lender Group and the Collateral Agent and each Agent and (y) the date on which the applicable Lenders (which may include new Lenders) have executed such documentation as the Facility Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect at as of such date, equal in the aggregate the Increased Facility Amount. Without limiting Notwithstanding anything herein to the foregoingcontrary, after the Borrower maydate that is ninety (90) days after the Effective Date, with the prior written no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent of the Agent (which consent thereto, and each Lender may be conditioned on one or more conditions precedent in at its sole discretion) option, unconditionally and notice without cause, decline to theincrease its Commitment.

Increase in Facility Amount. The Borrower may, at any time after the Effective Date, deliver a written notice to the Agent (who shall forward a written copy to each Lender Group and the Collateral Agent) (x) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (y) requesting an increase of the Facility Amount to an amount not to exceed $2,000,000,000 (the amount so requested being the “Increased Facility Amount”); provided that, if the Facility Amount equals or exceeds $ 1,000,000,0001,400,000,000, any such increase to the Facility Amount shall be applied solely to the Revolving Commitments. The Facility Amount shall, with the prior written consent of the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), (i) increase the Commitment of the existing Lenders (pro rata) with the consent of each such Lender (which consent may be so increased conditioned on one or more conditions precedent in its sole discretion), (ii) if such existing Lenders do not agree to the Increased Facility Amount on a pro rata increase of the later Commitments pursuant to the foregoing clause (i), increase the Commitment of (x) the fifth (5th) Business Day immediately following the receipt of such written notice by the Agent, each Lender Group and the Collateral Agent and (y) the date on which existing Lenders (which may include new Lenders) have executed such documentation as the Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect at such date, equal in the aggregate the Increased Facility Amount. Without limiting the foregoing, the Borrower may, non-pro rata with the prior written consent of the Agent each such Lender (which consent may be conditioned on one or more conditions precedent in its sole discretion) and/or (iii) if such existing Lenders do not agree to increase the Commitments pursuant to the foregoing clauses (i) or (ii), add additional Lenders, in each case which shall increase the Facility Amount by the amount of the increased or new Commitment of each such existing or additional Lender; provided that the aggregate Facility Amount shall not exceed $550,000,000. Notwithstanding the foregoing, no such increase shall be permitted without the prior written consent of DBNY if, after giving effect to any such increase, DBNY’s Commitment will no longer be at least 51% of the Facility Amount. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. Upon any increase in the Facility Amount and/or Commitments the Administrative Agent will provide notice to theMorningstar (via email at XXXXxxxxxxxxx@xxxxxxxxxxx.xxx).

Increase in Facility Amount. The Borrower may, at any time after the Effective Date, deliver a written notice to the Agent (who shall forward a written copy to each Lender Group and the Collateral Agent) (x) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (y) requesting an increase of the Facility Amount to an amount not to exceed $2,000,000,000 (the amount so requested being the “Increased Facility Amount”); provided that, if the Facility Amount equals or exceeds $ 1,000,000,0001,400,000,000, any such increase to the Facility Amount shall be applied solely to the Revolving Commitments. The Facility Amount shall, with the prior written consent of the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), (i) increase the Commitment of the existing Lenders (pro rata) with the consent of each such Lender (which consent may be so increased conditioned on one or more conditions precedent in its sole discretion), (ii) if such existing Lenders do not agree to the Increased Facility Amount on a pro rata increase of the later Commitments pursuant to the foregoing clause (i), increase the Commitment of (x) the fifth (5th) Business Day immediately following the receipt of such written notice by the Agent, each Lender Group and the Collateral Agent and (y) the date on which existing Lenders (which may include new Lenders) have executed such documentation as the Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect at such date, equal in the aggregate the Increased Facility Amount. Without limiting the foregoing, the Borrower may, non-pro rata with the prior written consent of the Agent each such Lender (which consent may be conditioned on one or more conditions precedent in its sole discretion) and/or (iii) if such existing Lenders do not agree to increase the Commitments pursuant to the foregoing clauses (i) or (ii), add additional Lenders, in each case which shall increase the Facility Amount by the amount of the increased or new Commitment of each such existing or additional Lender; provided that the aggregate Facility Amount shall not exceed $550,000,000. Notwithstanding the foregoing, no such increase shall be permitted without the prior written consent of DBNY if, after giving effect to any such increase, DBNY’s Commitment will no longer be at least 51% of the Facility Amount. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. Upon any increase in the Facility Amount and/or Commitments the Administrative Agent will provide notice to theMorningstar (via email at XXXXxxxxxxxxx@xxxxxxxxxxx.xxx). EXHIBIT A TO AMENDMENT NO. 56