Common use of Additional Commitments Clause in Contracts

Additional Commitments. At any time during the Revolving Credit Period (unless the Commitments shall have been reduced pursuant to Section 2.09(b)), if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Commitments, either by designating a Person not theretofore a Bank and acceptable to the Agent to become a Bank or by agreeing with an existing Bank that such Bank's Commitment shall be increased. Upon execution and delivery by the Company, the Borrower and such Bank or other Person of an instrument of assumption in form and amount satisfactory to the Administrative Agent, such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that (i) the Company shall provide prompt notice of such increase to the Agent, which shall promptly notify the other Banks, (ii) the aggregate amount of each such increase which is effective on any day shall be at least $50,000,000 and (iii) the aggregate amount of the Commitments shall at no time exceed $3,750,000,000. Upon any increase in the aggregate amount of the Commitments pursuant to this subsection (c), within five Domestic Business Days in the case of each Group of Domestic Loans outstanding, and at the end of the then current Interest Period with respect thereto in the case of each Group of Euro-Dollar Loans then outstanding, the Borrower shall prepay such Group in its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Committed Loans from the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Committed Loans are held by the Banks in such proportion.

Additional Commitments. At any time during the Revolving Credit Period (unless the Commitments shall have been reduced pursuant to Section 2.09(b)), if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Commitments, either by designating a Person not theretofore a Bank and acceptable to the Agent to become a Bank or by agreeing with an existing Bank that such Bank's Commitment shall be increased. Upon execution and delivery by the Company, the Borrower and such Bank or other Person of an instrument of assumption in form and amount satisfactory to the Administrative Agent, such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that (i) the Company shall provide prompt notice of such increase to the Agent, which shall promptly notify the other Banks, (ii) the aggregate amount of each such increase which is effective on any day shall be at least $50,000,000 and (iii) the aggregate amount of the Commitments shall at no time exceed $3,750,000,0001,250,000,000. Upon any increase in the aggregate amount of the Commitments pursuant to this subsection (c), within five Domestic Business Days in the case of each Group of Domestic Loans outstanding, and at the end of the then current Interest Period with respect thereto in the case of each Group of Euro-Dollar Loans then outstanding, the Borrower shall prepay such Group in its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Committed Loans from the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Committed Loans are held by the Banks in such proportion.

Additional Commitments. At any time during the Revolving Credit Period (unless the Commitments shall have been reduced pursuant to Section 2.09(b)), if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Commitments, either by designating a Person not theretofore a Bank and acceptable to the Agent to become a Bank or by agreeing with an existing Bank that such Bank's Commitment shall be increased. Upon execution and delivery by the Company, the Borrower and such Bank or other Person of an instrument of assumption in form and amount satisfactory to the Administrative Agent, such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that (i) the Company shall provide prompt notice of such increase to the Agent, which shall promptly notify the other Banks, (ii) the aggregate amount of each such increase which is effective on any day shall be at least $50,000,000 and (iii) the aggregate amount of the Commitments shall at no time exceed $3,750,000,0002,250,000,000. Upon any increase in the aggregate amount of the Commitments pursuant to this subsection (c), within five Domestic Business Days in the case of each Group of Domestic Loans outstanding, and at the end of the then current Interest Period with respect thereto in the case of each Group of Euro-Dollar Loans then outstanding, the Borrower shall prepay such Group in its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Committed Loans from the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Committed Loans are held by the Banks in such proportion.

Additional Commitments. At any time during the Revolving Credit Period (unless the Commitments shall have been reduced pursuant to Section 2.09(b))Period, if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Commitments, either by designating a Person not theretofore a Bank and acceptable to the Agent to become a Bank or by agreeing with an existing Bank that such Bank's Commitment shall be increased. Upon execution and delivery by the Company, the Borrower Company and such Bank or other Person of an instrument of assumption in form and amount satisfactory to the Administrative Agent, such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that (i) the Company shall provide prompt notice of such increase to the Agent, which shall promptly notify the other Banks, (ii) the aggregate amount of each such increase which is effective on any day shall be at least $50,000,000 and (iii) the aggregate amount of the Commitments shall at no time exceed $3,750,000,0001,000,000,000. Upon any increase in the aggregate amount of the Commitments pursuant to this subsection (c), within five Domestic Business Days in the case of each Group of Domestic Loans outstanding, and at the end of the then current Interest Period with respect thereto in the case of each Group of Euro-Dollar Loans then outstanding, the Borrower Company shall prepay such Group in its entirety, and, to the extent the Borrower Company elects to do so and subject to the conditions specified in Article 3, the Borrower Company shall reborrow Committed Loans from the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Committed Loans are held by the Banks in such proportion.

Additional Commitments. At any time during the Revolving Credit Period (unless the Commitments shall have been reduced pursuant to Section 2.09(b))Period, if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Commitments, either by designating a Person not theretofore a Bank and acceptable to the Agent to become a Bank or by agreeing with an existing Bank that such Bank's Commitment shall be increased. Upon execution and delivery by the Company, the Borrower Borrowers and such Bank or other Person of an instrument of assumption in form and amount satisfactory to the Administrative Agent, such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that (i) the Company shall provide prompt notice of such increase (and of how such increase will be allocated between Capital Funding and Communications for purposes of calculating their respective Available Amounts) to the Agent, which shall promptly notify the other Banks, (ii) the aggregate amount of each such increase which is effective on any day shall be at least $50,000,000 100,000,000 and (iii) the aggregate amount of the Commitments shall at no time exceed $3,750,000,0005,000,000,000. Upon any increase in the aggregate amount of the Commitments pursuant to this subsection (c), within five Domestic Business Days in the case of each Group of Domestic Loans outstanding, and at the end of the then current Interest Period with respect thereto in the case of each Group of Euro-Dollar Loans then outstanding, the Borrower Borrowers shall prepay such Group in its entirety, and, to the extent the a Borrower elects to do so and subject to the conditions specified in Article 3, the such Borrower shall reborrow Committed Loans from the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Committed Loans are held by the Banks in such proportion.

Additional Commitments. At Provided there exists no Default or Event of Default, Borrower may from time to time request: (i) any time during one or more existing Lenders to increase their respective Commitments, or (ii) other financial institutions mutually approved by Agent, the Revolving Credit Period Swingline Lender and the Borrower, to agree to a Commitment (unless each such existing Lender who has agreed to increase its Commitment or such other financial institution who has agreed to provide a new Commitment, an “Acceding Lender”), so that the total Commitments shall have been reduced pursuant and the Maximum Revolver Amount may be increased, in increments of not less than Twenty-Five Million Dollars ($25,000,000), by up to Section 2.09(bno more than Two Hundred Million Dollars ($200,000,000) in the aggregate (for a maximum of total Commitments of Six Hundred Million Dollars ($600,000,000)), if no Default shall have occurred . Each such increase and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Commitments, either by designating a Person not theretofore a Bank and acceptable to the Agent to become a Bank or by agreeing with an existing Bank that such Bank's new Commitment shall be increased. Upon execution and delivery by the Company, the Borrower and such Bank or other Person of an instrument of assumption in form and amount satisfactory subject to the Administrative prior satisfaction of the following conditions, as determined by Agent, such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that : (i) Borrower shall have requested the Company shall provide prompt notice of such increase increased or new Commitment in writing to Agent not less than thirty (30) days prior to the Agent, which shall promptly notify effective date of the other Banks, proposed new or increased Commitment; (ii) Agent and Borrower shall have agreed upon an arrangement fee in respect of any such proposed new or increased Commitment and shall have entered into a fee letter evidencing the aggregate amount of same (which fee letter, upon its execution and deliver by each such increase which is effective on any day party thereto, shall be at least $50,000,000 and deemed a “Loan Document” for all purposes); (iii) the aggregate amount applicable Acceding Lender shall have underwritten and approved by its credit committees the proposed new or increased Commitment; (iv) there shall exist no Default or Event of Default both at the time of the Commitments shall at no time exceed $3,750,000,000. Upon any increase in request for the aggregate amount of the Commitments pursuant to this subsection (c), within five Domestic Business Days in the case of each Group of Domestic Loans outstanding, increased or new Commitment and at the end of time at which the then current Interest Period with respect thereto in the case of each Group of Euro-Dollar Loans then outstanding, the Borrower shall prepay such Group in its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Committed Loans from the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Committed Loans are held by the Banks in such proportion.increased or new Commitment becomes effective;

Additional Commitments. At any time during the Revolving Credit Period (unless the Commitments shall have been reduced pursuant to Section 2.09(b))Availability Period, if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Commitments, either by designating a Person not theretofore a Bank and acceptable to the Agent Agents to become a Bank or by agreeing with an existing Bank that such Bank's Commitment shall be increased. Upon execution and delivery by the Company, the Borrower Company and such Bank or other Person of an instrument of assumption in form and amount satisfactory to the Administrative Agent, such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that (i) the Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Banks, (ii) the aggregate amount of each such increase which is effective on any day shall be at least $50,000,000 20,000,000 and (iii) the aggregate amount of the Commitments shall at no time exceed $3,750,000,000600,000,000. Upon any increase in the aggregate amount of the Commitments pursuant to this subsection (cb), within five Domestic Business Days in the case of each Group of Domestic Loans Base Rate Borrowing outstanding, and at the end of the then current Interest Period with respect thereto in the case of each Group of Euro-Dollar Loans Fixed Rate Borrowing then outstanding, the Borrower shall prepay or repay such Group Borrowing in its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Committed Loans from the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Committed Loans are held by the Banks in such proportion.

Additional Commitments. At Provided there exists no Default or Event of Default, Borrower may from time to time request: (i) any time during one or more existing Lenders to increase their respective Commitments, or (ii) other financial institutions first approved by Agent, in its reasonable discretion, to agree to a Commitment (each such existing Lender who has agreed to increase its Commitment or such other financial institution who has agreed to provide a new Commitment, an “Acceding Lender”), so that the Revolving Credit Period total Commitments and the Maximum Revolver Amount may be increased, in increments of not less than Twenty-Five Million Dollars (unless $25,000,000), by up to no more than One Hundred Million Dollars ($100,000,000) in the aggregate (for a maximum of total Commitments shall have been reduced pursuant to Section 2.09(bof Three Hundred Million Dollars ($300,000,000)), if no Default shall have occurred . Each such increase and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Commitments, either by designating a Person not theretofore a Bank and acceptable to the Agent to become a Bank or by agreeing with an existing Bank that such Bank's new Commitment shall be increased. Upon execution and delivery by the Company, the Borrower and such Bank or other Person of an instrument of assumption in form and amount satisfactory subject to the Administrative prior satisfaction of the following conditions, as determined by Agent, such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that : (i) Borrower shall have requested the Company shall provide prompt notice of such increase increased or new Commitment in writing to Agent not less than thirty (30) days prior to the Agent, which shall promptly notify effective date of the other Banks, proposed new or increased Commitment; (ii) Agent and Borrower shall have agreed upon an arrangement fee in respect of any such proposed new or increased Commitment and shall have entered into a fee letter evidencing the aggregate amount of same (which fee letter, upon its execution and deliver by each such increase which is effective on any day party thereto, shall be at least $50,000,000 and deemed a “Loan Document” for all purposes); (iii) the aggregate amount applicable Acceding Lender shall have underwritten and approved by its credit committees the proposed new or increased Commitment; (iv) there shall exist no Default or Event of Default both at the time of the Commitments shall at no time exceed $3,750,000,000. Upon any increase in request for the aggregate amount of the Commitments pursuant to this subsection (c), within five Domestic Business Days in the case of each Group of Domestic Loans outstanding, increased or new Commitment and at the end of time at which the then current Interest Period with respect thereto in the case of each Group of Euro-Dollar Loans then outstanding, the Borrower shall prepay such Group in its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Committed Loans from the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Committed Loans are held by the Banks in such proportion.increased or new Commitment becomes effective;

Additional Commitments. At any time during the Revolving Credit Period (unless the Commitments shall have been reduced pursuant to Section 2.09(b))time, if no Default shall have occurred and be continuing at such time, the Company Borrower may, if it so elects, increase the aggregate amount of the Tranche A Commitments and/or the Tranche B Commitments, either by designating a Person not theretofore a Bank and acceptable to the Agent to become a Bank or by agreeing with an existing Bank that such Bank's ’s Tranche A Commitment and/or Tranche B Commitment, as applicable, shall be increased. Upon execution and delivery by the Company, the Borrower and such Bank or other Person of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, such existing Bank shall have a Tranche A Commitment and/or Tranche B Commitment, as applicable, as therein set forth or such other Person shall become a Bank with a Tranche A Commitment and/or Tranche B Commitment, as applicable, as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that (i) the Company Borrower shall provide prompt notice of such increase to the Administrative Agent, which who shall promptly notify the other Banks, Banks and (ii) the aggregate amount of each such increase which is effective on any day shall be at least $50,000,000 and (iiiincreases made pursuant to this Section 2.1(d) the aggregate amount of the Commitments shall at no time does not exceed $3,750,000,0001,500,000,000. Upon any increase in the aggregate amount of the Tranche A Commitments and/or Tranche B Commitments, as applicable, pursuant to this subsection (cSection 2.1(d), within five Domestic Business Days in the case of each Group of Domestic Base Rate Loans outstanding, and at the end of the then current Interest Period with respect thereto thereto, in the case of each Group of Euro-Dollar Loans that are Tranche A Conventional Loans or Tranche B Conventional Loans, as applicable, then outstandingoutstanding (or, in either case, at such earlier time as is agreed to by the Borrower and the Administrative Agent), the Borrower shall prepay such Group of Loans in its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Committed Conventional Loans of the applicable Class from the applicable Banks in proportion to their respective Commitments of such Class after giving effect to such increase, until such time as all outstanding Committed Conventional Loans of such Class are held by the applicable Banks in such proportion. Notwithstanding anything to the contrary herein, (i) the designation of any Person as a Bank pursuant to this Section 2.1(d) shall be subject to the consent of the Administrative Agent, which shall not be unreasonably withheld or delayed; provided that no such consent shall be required if such Person is an affiliate of a Bank whose credit rating(s) from S&P and/or Moody’s are not lower than those of such Bank (or whose obligations under this Agreement are guaranteed by an affiliate whose credit rating(s) from S&P and/or Moody’s are not lower than those of such Bank) or if such Person was a Bank immediately prior to such designation; and (ii) no such Person designated as a Bank pursuant to this Section 2.1(d) shall be the Borrower or any of the Borrower’s affiliates or Subsidiaries or a Defaulting Bank or any of its Subsidiaries or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (ii) or a natural person.

Additional Commitments. At any time during the Revolving Credit Period (unless the Commitments shall have been reduced pursuant to Section 2.09(b))Period, if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Commitments, either by designating a Person not theretofore a Bank and acceptable to the Agent to become a Bank or by agreeing with an existing Bank that such Bank's Commitment shall be increased. Upon execution and delivery by the Company, the Borrower Borrowers and such Bank or other Person of an instrument of assumption in form and amount satisfactory to the Administrative Agent, such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that (i) the Company shall provide prompt notice of such increase (and of how such increase will be allocated between Capital Funding and Corp. for purposes of calculating their respective Available Amounts) to the Agent, which shall promptly notify the other Banks, (ii) the aggregate amount of each such increase which is effective on any day shall be at least $50,000,000 and (iii) the aggregate amount of the Commitments shall at no time exceed $3,750,000,0005,000,000,000. Upon any increase in the aggregate amount of the Commitments pursuant to this subsection (c), within five Domestic Business Days in the case of each Group of Domestic Loans outstanding, and at the end of the then current Interest Period with respect thereto in the case of each Group of Euro-Dollar Loans then outstanding, the Borrower Borrowers shall prepay such Group in its entirety, and, to the extent the a Borrower elects to do so and subject to the conditions specified in Article 3, the such Borrower shall reborrow Committed Loans from the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Committed Loans are held by the Banks in such proportion.

Additional Commitments. At any time during the Revolving Credit Period (unless the Commitments shall have been reduced pursuant to Section 2.09(b))Period, if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Commitments, either by designating a Person not theretofore a Bank and acceptable to the Agent to become a Bank or by agreeing with an existing Bank that such Bank's Commitment shall be increased. Upon execution and delivery by the Company, the Borrower and such Bank or other Person of an instrument of assumption in form and amount satisfactory to the Administrative Agent, such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that (i) the Company shall provide prompt notice of such increase to the Agent, which shall promptly notify the other Banks, (ii) the aggregate amount of each such increase which is effective on any day shall be at least $50,000,000 and (iii) the aggregate amount of the Commitments shall at no time exceed $3,750,000,0004,200,000,000. Upon any increase in the aggregate amount of the Commitments pursuant to this subsection (c), within five Domestic Business Days in the case of each Group of Domestic Loans outstanding, and at the end of the then current Interest Period with respect thereto in the case of each Group of Euro-Dollar Loans then outstanding, the Borrower shall prepay such Group in its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Committed Loans from the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Committed Loans are held by the Banks in such proportion.