Aggregate Commitment Increases. (i) The Borrower may on one or more occasions, by written notice to the Agent, executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section 2.05(d) being called an “Increasing Lender”), which may include any Lender, cause new Commitments in increments of no less than $100,000,000 to be extended by the Increasing Lenders or cause the existing Commitments of the Increasing Lenders to be increased, as the case may be (any such extension or increase, a “Commitment Increase”), in an amount for each Increasing Lender (which shall not be less than $10,000,000) set forth in such notice; provided that any Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that (i) at no time shall the aggregate amount of Commitments, including Commitment Increases effected pursuant to this Section 2.05(d), exceed $2,000,000,000 less the aggregate amount of all prior Commitment reductions effected pursuant to Section 2.05(b), (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent and each Issuing Bank (which approval shall not be unreasonably withheld or delayed) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement in a form satisfactory to the Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.05(d); provided that the other conditions set forth in this Section 2.05(d) have been satisfied. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) the Commitments shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section 2.05(d) in the Commitment of a Lender already a party hereto, the Commitments shall be deemed to have been amended to reflect the increased Commitment of such Lender. (ii) On the effective date of any Commitment Increase pursuant to this Section 2.05(d) (the “Increase Effective Date”), (A) the aggregate principal amount of the Advances outstanding (the “Initial Advances”) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the Types and for the Interest Periods specified in a Notice of Borrowing delivered to the Agent in accordance with Section 2.02(a), (C) each Lender shall pay to the Agent in same day funds an amount equal to the difference, if positive, between (x) such Lender’s Pro Rata Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (y) such Lender’s Pro Rata Share (calculated without giving effect to the Commitment Increase) of the Initial Advances, (D) after the Agent receives the funds specified in clause (C) above, the Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Pro Rata Share (calculated without giving effect to the Commitment Increase) of the Initial Advances and (2) such Lender’s Pro Rata Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Increasing Lender and each other Lender shall be deemed to hold its Advances of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (F) the Borrower shall pay each Increasing Lender and each other Lender any and all accrued but unpaid interest on the Initial Advances. The deemed payments made pursuant to clause (A) above in respect of each Eurodollar Rate Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (iii) Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this Section 2.05(d) unless, on the date of such increase, the conditions set forth in clauses (a) and (b) of Section 3.02 shall be satisfied (with all references in such clauses to a Borrowing being deemed to be references to such increase and without giving effect to the first parenthetical in Section 3.02(a)) and the Agent shall have received a certificate to that effect dated such date and executed by the Chief Financial Officer or the Treasurer of the Borrower.
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Aggregate Commitment Increases. (i) The Borrower may on one or more occasionsoccasions occurring on or after the Effective Date, without the consent of the Lenders, and by written notice to the Agent, executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section 2.05(d) being called an “Increasing Lender”), which may include any Lender, cause new Commitments in increments of no less than $100,000,000 to be extended by the Increasing Lenders or cause the existing Commitments of the Increasing Lenders to be increased, as the case may be (any such extension or increase, a “Commitment Increase”), in an amount for each Increasing Lender (which shall not be less than $10,000,0005,000,000) set forth in such notice; provided that any Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that (i) at no time shall the aggregate amount of Commitments, (i) undrawn Commitments (including the amount of any undrawn Commitment Increases effected pursuant to this Section 2.05(d)) plus (ii) drawn Commitments (including the drawn amount of any Commitment Increase), exceed $2,000,000,000 less the aggregate amount of all prior Commitment reductions effected pursuant to Section 2.05(b), 450,000,000 and (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent and each Issuing Bank (which approval shall not be unreasonably withheld or delayed) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement in a form satisfactory to the Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.05(d); provided that the other conditions set forth in this Section 2.05(d) have been satisfied. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) the Commitments shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section 2.05(d) in the Commitment of a Lender already a party hereto, the Commitments shall be deemed to have been amended to reflect the new or increased Commitment of such Lender.
(ii) On Each of the effective date parties hereto hereby agrees that the Agent may take any and all actions as may be reasonably necessary to ensure that all Term Loans made pursuant to a Commitment Increase, when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. The Borrower agrees that Section 2.11 shall apply to any Conversion of Eurodollar Rate Loans to Base Rate Loans reasonably required by the Agent to effect the foregoing.
(iii) The Term Loans made pursuant to a Commitment Increase pursuant shall be subject to this Section 2.05(d) 2.01 in all respects and shall constitute “Term Loans” as defined thereunder and shall have terms and conditions identical to the Term Loans hereunder (other than with respect to any undrawn commitment fees separately agreed with the “Increase Effective Date”), (A) the aggregate principal amount of the Advances outstanding (the “Initial Advances”) immediately prior to giving effect Increasing Lenders with respect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the Types and for the Interest Periods specified in a Notice of Borrowing delivered to the Agent in accordance with Section 2.02(a), (C) each Lender shall pay to the Agent in same day funds an amount equal to the difference, if positive, between (x) such Lender’s Pro Rata Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (y) such Lender’s Pro Rata Share (calculated without giving effect to the Commitment Increase) of the Initial Advances, (D) after the Agent receives the funds specified in clause (C) above, the Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Pro Rata Share (calculated without giving effect to the Commitment Increase) of the Initial Advances and (2) such Lender’s Pro Rata Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Increasing Lender and each other Lender shall be deemed to hold its Advances of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (F) the Borrower shall pay each Increasing Lender and each other Lender any and all accrued but unpaid interest on the Initial Advances. The deemed payments made pursuant to clause (A) above in respect of each Eurodollar Rate Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result.
(iiiiv) Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this Section 2.05(d) unless, on the date of such increase, the conditions set forth in clauses (a) and (b) of Section 3.02 shall be satisfied (with all references in such clauses to a Borrowing being deemed to be references to such increase and without giving effect to the first parenthetical in Section 3.02(a)) and the Agent shall have received a certificate to that effect dated such date and executed by the Chief Financial Officer or the Treasurer of the Borrower.
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Aggregate Commitment Increases. (i) The Borrower may on one or more occasions, without the consent of the Lenders, but subject to the approval of each Issuing Bank (which approval shall not be unreasonably withheld, delayed or conditioned) and by written notice to the Agent, executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section 2.05(d) being called an “Increasing Lender”), which may include any Lender, cause new Commitments in increments of no less than $100,000,000 to be extended by the Increasing Lenders or cause the existing Commitments of the Increasing Lenders to be increased, as the case may be (any such extension or increase, a “Commitment Increase”), in an amount for each Increasing Lender (which shall not be less than $10,000,00025,000,000) set forth in such notice; provided that any Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that (i) at no time shall the aggregate amount of Commitments, including Commitment Increases effected pursuant to this Section 2.05(d), exceed $2,000,000,000 less the aggregate amount of all prior Commitment reductions effected pursuant to Section 2.05(b)1,500,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent and each Issuing Bank (which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement in a form satisfactory to the Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.05(d); provided that the other conditions set forth in this Section 2.05(d) have been satisfied. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) the Commitments shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section 2.05(d) in the Commitment of a Lender already a party hereto, the Commitments shall be deemed to have been amended to reflect the increased Commitment of such Lender.
(ii) On the effective date of any Commitment Increase pursuant to this Section 2.05(d) (the “Increase Effective Date”), (A) the aggregate principal amount of the Advances outstanding (the “Initial Advances”) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the Types and for the Interest Periods specified in a Notice of Borrowing delivered to the Agent in accordance with Section 2.02(a), (C) each Lender shall pay to the Agent in same day funds an amount equal to the difference, if positive, between (x) such Lender’s Pro Rata Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (y) such Lender’s Pro Rata Share (calculated without giving effect to the Commitment Increase) of the Initial Advances, (D) after the Agent receives the funds specified in clause (C) above, the Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Pro Rata Share (calculated without giving effect to the Commitment Increase) of the Initial Advances and (2) such Lender’s Pro Rata Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Increasing Lender and each other Lender shall be deemed to hold its Advances of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (F) the Borrower shall pay each Increasing Lender and each other Lender any and all accrued but unpaid interest on the Initial Advances. The deemed payments made pursuant to clause (A) above in respect of each Eurodollar Rate Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result.
(iii) Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this Section 2.05(d) unless, on the date of such increase, the conditions set forth in clauses (a) and (b) of Section 3.02 shall be satisfied (with all references in such clauses to a Borrowing being deemed to be references to such increase and without giving effect to the first parenthetical in Section 3.02(a)) and the Agent shall have received a certificate to that effect dated such date and executed by the Chief Financial Officer or the Treasurer of the Borrower.
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Aggregate Commitment Increases. (i) The Borrower may on one or more occasionsoccasions occurring on or after the Effective Date, without the consent of the Lenders, and by written notice to the Agent, executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section 2.05(d) being called an “Increasing Lender”), which may include any Lender, cause new Commitments in increments of no less than $100,000,000 to be extended by the Increasing Lenders or cause the existing Commitments of the Increasing Lenders to be increased, as the case may be (any such extension or increase, a “Commitment Increase”), in an amount for each Increasing Lender (which shall not be less than $10,000,0005,000,000) set forth in such notice; provided that any Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that (i) at no time shall the aggregate amount of Commitments, including (x) undrawn Commitment Increases effected pursuant to this Section 2.05(d) plus (y) drawn Commitments (including the drawn amount of any Commitment Increase), exceed $2,000,000,000 less the aggregate amount of all prior Commitment reductions effected pursuant to Section 2.05(b), 600,000,000 and (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent and each Issuing Bank (which approval shall not be unreasonably withheld or delayed) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement in a form satisfactory to the Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.05(d); provided that the other conditions set forth in this Section 2.05(d) have been satisfied. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) the Commitments shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section 2.05(d) in the Commitment of a Lender already a party hereto, the Commitments shall be deemed to have been amended to reflect the increased new Commitment of such Lender.
(ii) On Each of the effective date parties hereto hereby agrees that the Agent may take any and all actions as may be reasonably necessary to ensure that all Term Loans made pursuant to a Commitment Increase, when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. The Borrower agrees that Section 2.11 shall apply to any Conversion of Eurodollar Rate Loans to Base Rate Loans reasonably required by the Agent to effect the foregoing.
(iii) The Term Loans made pursuant to a Commitment Increase pursuant shall be subject to this Section 2.05(d) 2.01 in all respects and shall constitute “Term Loans” as defined thereunder and shall have terms and conditions identical to the Term Loans hereunder (other than with respect to any undrawn commitment fees separately agreed with the “Increase Effective Date”), (A) the aggregate principal amount of the Advances outstanding (the “Initial Advances”) immediately prior to giving effect Increasing Lenders with respect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the Types and for the Interest Periods specified in a Notice of Borrowing delivered to the Agent in accordance with Section 2.02(a), (C) each Lender shall pay to the Agent in same day funds an amount equal to the difference, if positive, between (x) such Lender’s Pro Rata Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (y) such Lender’s Pro Rata Share (calculated without giving effect to the Commitment Increase) of the Initial Advances, (D) after the Agent receives the funds specified in clause (C) above, the Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Pro Rata Share (calculated without giving effect to the Commitment Increase) of the Initial Advances and (2) such Lender’s Pro Rata Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Increasing Lender and each other Lender shall be deemed to hold its Advances of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (F) the Borrower shall pay each Increasing Lender and each other Lender any and all accrued but unpaid interest on the Initial Advances. The deemed payments made pursuant to clause (A) above in respect of each Eurodollar Rate Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result.
(iiiiv) Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this Section 2.05(d) ), and no Borrowing shall be made pursuant to a Commitment Increase, unless, on the date of such increase, each of the conditions set forth in clauses (a) and (b) of Section 3.02 below shall be satisfied (with all references in such clauses to a Borrowing being deemed to be references to such increase and without giving effect to the first parenthetical in Section 3.02(a)) and the Agent shall have received a certificate to that effect dated such date and executed by the Chief Financial Officer or the Treasurer of the Borrower.satisfied:
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Aggregate Commitment Increases. (i) The Borrower may on one or more occasions, without the consent of the Lenders, but subject to the approval of each Issuing Bank (which approval shall not be unreasonably withheld, delayed or conditioned) and by written notice to the Agent, executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section 2.05(d) being called an “Increasing Lender”), which may include any Lender, cause new Commitments in increments of no less than $100,000,000 to be extended by the Increasing Lenders or cause the existing Commitments of the Increasing Lenders to be increased, as the case may be (any such extension or increase, a “Commitment Increase”), in an amount for each Increasing Lender (which shall not be less than $10,000,00025,000,000) set forth in such notice; provided that any Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that (i) at no time shall the aggregate amount of Commitments, including Commitment Increases effected pursuant to this Section 2.05(d), exceed $2,000,000,000 less the aggregate amount of all prior Commitment reductions effected pursuant to Section 2.05(b)2,250,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent and each Issuing Bank (which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement in a form satisfactory to the Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.05(d); provided that the other conditions set forth in this Section 2.05(d) have been satisfied. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) the Commitments shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section 2.05(d) in the Commitment of a Lender already a party hereto, the Commitments shall be deemed to have been amended to reflect the increased Commitment of such Lender.
(ii) On the effective date of any Commitment Increase pursuant to this Section 2.05(d) (the “Increase Effective Date”), (A) the aggregate principal amount of the Advances outstanding (the “Initial Advances”) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the Types and for the Interest Periods specified in a Notice of Borrowing delivered to the Agent in accordance with Section 2.02(a), (C) each Lender shall pay to the Agent in same day funds an amount equal to the difference, if positive, between (x) such Lender’s Pro Rata Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (y) such Lender’s Pro Rata Share (calculated without giving effect to the Commitment Increase) of the Initial Advances, (D) after the Agent receives the funds specified in clause (C) above, the Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Pro Rata Share (calculated without giving effect to the Commitment Increase) of the Initial Advances and (2) such Lender’s Pro Rata Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Increasing Lender and each other Lender shall be deemed to hold its Advances of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (F) the Borrower shall pay each Increasing Lender and each other Lender any and all accrued but unpaid interest on the Initial Advances. The deemed payments made pursuant to clause (A) above in respect of each Eurodollar Rate Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result.
(iii) Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this Section 2.05(d) unless, on the date of such increase, the conditions set forth in clauses (a) and (b) of Section 3.02 shall be satisfied (with all references in such clauses to a Borrowing being deemed to be references to such increase and without giving effect to the first parenthetical in Section 3.02(a)) and the Agent shall have received a certificate to that effect dated such date and executed by the Chief Financial Officer or the Treasurer of the Borrower.
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