Common use of Changes in Aggregate Commitment Clause in Contracts

Changes in Aggregate Commitment. (a) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders (according to their respective Pro Rata Shares) in integral multiples of $5,000,000, upon at least three Business Days' prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. (b) The Borrower may, from time to time so long as no Default or Unmatured Default exists, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that the Aggregate Commitment be increased by up to $50,000,000 in the aggregate by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) adding one or more commercial banks or other Persons as a party hereto (each an "Additional Lender") with a Commitment in an amount agreed to by any such Additional Lender; provided that no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld). Any increase in the Aggregate Commitment pursuant to this clause (b) shall be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit F (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit F (in the case of the addition of a commercial bank or other Person as a new Lender). The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the amount of the Aggregate Commitment pursuant to this clause (b) and of the Commitment of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Advances in accordance with each Lender's pro-rata share of all outstanding Advances prior to any increase in the Aggregate Commitment pursuant to this clause (b), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of such increase (and any such prepayment shall be subject to the provisions of Section 3.4).

Changes in Aggregate Commitment. (a) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders (according to their respective Pro Rata Shares) in integral multiples of $5,000,000, upon at least three Business Days' ’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. (bi) The Subject to Section 4.2, the Borrower and Great Plains may, from time to time so long as no Default or Unmatured Default exists, by means of joint election in a letter delivered written notice to the Administrative Agent substantially in (which shall promptly provide a copy of such notice to the form of Exhibit FLenders) and the “Administrative Agent” under the Great Plains Credit Agreement, request that the Aggregate Commitment be increased by transfer up to $50,000,000 200,000,000 of the unused Commitments (as such term is defined in the aggregate Great Plains Credit Agreement) from the Great Plains Credit Agreement to the Commitments hereunder (any such addition, a “Transfer”) and (ii) subject to Section 4.2 of the Great Plains Credit Agreement, the Borrower and Great Plains may, by joint election in a written notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders) and the “Administrative Agent” under the Great Plains Credit Agreement, re-transfer up to $200,000,000 of the unused Commitments previously transferred to this Agreement from the Great Plains Credit Agreement pursuant to subclause (b)(i) above back to the Commitments (as such term is defined in the Great Plains Credit Agreement) under the Great Plains Credit Agreement (any such reduction, a “Re-Transfer”). For the avoidance of doubt, the parties acknowledge and agree that after giving effect to any Transfer or Re-Transfer contemplated in subclauses (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or and (ii) adding one or more commercial banks or other Persons above, (x) the aggregate Commitments hereunder shall not exceed $600,000,000, (y) the aggregate Commitments under and as defined in the Great Plains Credit Agreement shall not exceed $600,000,000 and (z) the aggregate commitments under both this Agreement and the Great Plains Credit Agreement shall not exceed $1,000,000,000. (c) On the effective date of a party hereto (each an "Additional Lender") with a Commitment in an amount agreed to by any such Additional Lender; provided that no Additional Lender Transfer, which shall be added as a party hereto without specified in the written consent of the Administrative Agent notice delivered pursuant to Section 2.6(b)(i) and each Issuer (which consents shall not be unreasonably withheld). Any increase less than five (5) Business Days subsequent to the date of giving of such notice, then subject to the satisfaction of the conditions precedent specified in Section 4.2, (i) the Aggregate Commitment pursuant to this clause (b) Commitments hereunder shall be effective three Business Days after ratably increased by the date on which aggregate amount specified in such notice and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit F (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit F (in the case of the addition of a commercial bank or other Person as a new Lender). The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the aggregate amount of the Aggregate Commitment pursuant “Commitments” under and as defined in the Great Plains Credit Agreement shall be ratably decreased by such amount. Such Transfer and the consequent decreases and increases shall be irrevocable subject, however, to this clause (b) and of the Commitment of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Advances subsequent permissible Re-Transfers in accordance with each Lender's prothe terms hereof. (d) On the effective date of a Re-rata share of all outstanding Advances prior to any increase Transfer, which shall be specified in the Aggregate Commitment notice delivered pursuant to this clause Section 2.6(b)(ii) and which shall not be less than five (b), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on 5) Business Days subsequent to the date of giving of such increase (and any such prepayment shall be notice, then subject to the provisions satisfaction of the conditions precedent specified in Section 3.4)4.2 of the Great Plains Credit Agreement, (i) the Commitments hereunder shall be ratably decreased by the aggregate amount specified in such notice and (ii) the aggregate amount of the “Commitments” under and as defined in the Great Plains Credit Agreement shall be ratably increased by such amount. Such Re-Transfer and the consequent decreases and increases shall be irrevocable.

Changes in Aggregate Commitment. (aA) The Borrower Company may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders (according to their respective Pro Rata Shares) Banks in integral multiples of $5,000,000, upon at least three five Business Days' prior ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunderCommitments. (bB) The Borrower So long as no Default or Event of Default exists, the Company may, from time to time so long as no Default or Unmatured Default existstime, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit FG, request that the Aggregate Commitment be increased increased, by up to a minimum amount of $50,000,000 in 25,000,000 and higher integral multiples of $5,000,000; provided that the aggregate amount of all increases under this Section 2.04(b) shall not exceed $150,000,000, by (ia) increasing the Commitment of one or more Lenders Banks which have agreed to such increase and/or (iib) adding one or more commercial banks or other Persons as a party hereto (each an "“Additional Lender"Bank”) with a Commitment in an amount agreed to by any such Additional LenderBank; provided that no Additional Lender Bank shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld). Any increase in the Aggregate Commitment pursuant to this clause (bB) shall be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 I to Exhibit F G (in the case of an increase in the Commitment of an existing LenderBank) or assumption letter in the form of Annex 2 II to Exhibit F G (in the case of the addition of a commercial bank or other Person as a new LenderBank). The Administrative Agent shall promptly notify the Borrower Company and the Lenders Banks of any increase in the amount of the Aggregate Commitment pursuant to this clause (bB) and of the Commitment of each Lender Bank after giving effect thereto. The Borrower Company acknowledges that, in order to maintain Advances in accordance with each Lender's Bank’s pro-rata share of all outstanding Advances 709152408 03173762 prior to any increase in the Aggregate Commitment pursuant to this clause (bB), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of such increase (and any such prepayment shall be subject to the provisions of Section 3.43.05). For the avoidance of doubt, no Bank shall be required to participate in any increase in the Aggregate Commitment except in its sole discretion.

Changes in Aggregate Commitment. (aA) The Borrower Company may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders (according to their respective Pro Rata Shares) Banks in integral multiples of $5,000,000, upon at least three five Business Days' prior ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit 721510353 03 23 Exposure. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunderCommitments. (bB) The Borrower So long as no Default or Event of Default exists, the Company may, from time to time so long as no Default or Unmatured Default existstime, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit FG, request that the Aggregate Commitment be increased increased, by up to a minimum amount of $50,000,000 in 25,000,000 and higher integral multiples of $5,000,000; provided that the aggregate amount of all increases under this Section 2.04(b) shall not exceed $100,000,000, by (ia) increasing the Commitment of one or more Lenders Banks which have agreed to such increase and/or (iib) adding one or more commercial banks or other Persons as a party hereto (each an "“Additional Lender"Bank”) with a Commitment in an amount agreed to by any such Additional LenderBank; provided that no Additional Lender Bank shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents which, in each case, shall not be unreasonably withheld). Any increase in the Aggregate Commitment pursuant to this clause (bB) shall be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 I to Exhibit F G (in the case of an increase in the Commitment of an existing LenderBank) or assumption letter in the form of Annex 2 II to Exhibit F G (in the case of the addition of a commercial bank or other Person as a new LenderBank). The Administrative Agent shall promptly notify the Borrower Company and the Lenders Banks of any increase in the amount of the Aggregate Commitment pursuant to this clause (bB) and of the Commitment of each Lender Bank after giving effect thereto. The Borrower Company acknowledges that, in order to maintain Advances in accordance with each Lender's Bank’s pro-rata share of all outstanding Advances prior to any increase in the Aggregate Commitment pursuant to this clause (bB), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of such increase (and any such prepayment shall be subject to the provisions of Section 3.43.05). For the avoidance of doubt, no Bank shall be required to participate in any increase in the Aggregate Commitment except in its sole discretion.

Changes in Aggregate Commitment. (a) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders (according to their respective Pro Rata Shares) in integral multiples of $5,000,000, upon at least three Business Days' prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided PROVIDED, HOWEVER, that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposureaggregate principal amount of the outstanding Advances. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. (b) The Borrower may, from time to time so long as no Default or Unmatured Default exists, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that the Aggregate Commitment be increased by up pursuant to $50,000,000 in the aggregate clause (a) above) by (ia) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (iib) adding one or more commercial banks or other Persons as a party hereto (each an "Additional Lender") with a Commitment in an amount agreed to by any such Additional Lender; provided PROVIDED that no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld)) or if an Unmatured Default or a Default exists. Any increase in the Aggregate Commitment pursuant to this clause (b) shall be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit F (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit F (in the case of the addition of a commercial bank or other Person as a new Lender). The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the amount of the Aggregate Commitment pursuant to this clause (b) and of the Commitment of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Advances in accordance with each Lender's pro-rata share of all outstanding Advances prior to any increase in the Aggregate Commitment pursuant to this clause (b), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of such increase (and any such prepayment shall be subject to the provisions of Section SECTION 3.4).

Changes in Aggregate Commitment. (aA) The Borrower Company may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders (according to their respective Pro Rata Shares) Banks in integral multiples of $5,000,000, upon at least three five Business Days' prior ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunderCommitments. (bB) The Borrower So long as no Default or Event of Default exists, the Company may, from time to time so long as no Default or Unmatured Default existstime, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit FG, request that the Aggregate Commitment be increased increased, by up to a minimum amount of $50,000,000 in 25,000,000 and higher integral multiples of $5,000,000; provided that the aggregate amount of all increases under this Section 2.04(b) shall not exceed $150,000,000, by (ia) increasing the Commitment of one or more Lenders Banks which have agreed to such increase and/or (iib) adding one or more commercial banks or other Persons as a party hereto (each an "“Additional Lender"Bank”) with a Commitment in an amount agreed to by any such Additional LenderBank; provided that no Additional Lender Bank shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld). Any increase in the Aggregate Commitment pursuant to this clause (bB) shall be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 I to Exhibit F G (in the case of an increase in the Commitment of an existing LenderBank) or assumption letter in the form of Annex 2 II to Exhibit F G (in the case of the addition of a commercial bank or other Person as a new LenderBank). The Administrative Agent shall promptly notify the Borrower Company and the Lenders Banks of any increase in the amount of the Aggregate Commitment pursuant to this clause (bB) and of the Commitment of each Lender Bank after giving effect thereto. The Borrower Company acknowledges that, in order to maintain Advances in accordance with each Lender's Bank’s pro-rata share of all outstanding Advances prior to any increase in the Aggregate Commitment pursuant to this clause (bB), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of such increase (and any such prepayment shall be subject to the provisions of Section 3.43.05). For the avoidance of doubt, no Bank shall be required to participate in any increase in the Aggregate Commitment except in its sole discretion.

Changes in Aggregate Commitment. (aA) The Borrower Company may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders (according to their respective Pro Rata Shares) Banks in integral multiples of $5,000,0001,000,000, upon at least three ten Business Days' prior ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders Banks to make Loans hereunder. (bB) The Borrower So long as no Default or Event of Default exists, the Company may, from time to time so long as no Default or Unmatured Default existstime, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit FG, request that the Aggregate Commitment be increased increased, by a minimum amount of $25,000,000 and higher integral multiples of $5,000,000, to an amount up to $50,000,000 in the aggregate 450,000,000 by (ia) increasing the Commitment of one or more Lenders Banks which have agreed to such increase and/or (iib) adding one or more commercial banks or other Persons as a party hereto (each an "“Additional Lender"Bank”) with a Commitment in an amount agreed to by any such Additional LenderBank; provided that no Additional Lender Bank shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld). Any increase in the Aggregate Commitment pursuant to this clause (bB) shall be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit F (in the case of an increase in the Commitment of an existing LenderBank) or assumption letter in the form of Annex 2 to Exhibit F (in the case of the addition of a commercial bank or other Person as a new LenderBank). The Administrative Agent shall promptly notify the Borrower Company and the Lenders Banks of any increase in the amount of the Aggregate Commitment pursuant to this clause (bB) and of the Commitment of each Lender Bank after giving effect thereto. The Borrower Company acknowledges that, in order to maintain Advances in accordance with each Lender's Bank’s pro-rata share of all outstanding Advances prior to any increase in the Aggregate Commitment pursuant to this clause (bB), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of such increase (and any such prepayment shall be subject to the provisions of Section 3.43.04).

Changes in Aggregate Commitment. (a) The Borrower may permanently reduce the Aggregate Commitment in whole, or ratably between the Groups in part ratably among the Lenders (according to their respective Pro Rata Shares) part, in integral multiples a minimum amount of $5,000,00010,000,000 (or a larger integral multiple of $1,000,000), upon at least three five (5) Business Days' prior ’ written notice to the Administrative AgentCo-Agents in the form of Exhibit VII-l hereto (each, a “Commitment Reduction Notice”), Second Amended and Restated Credit and Security Agreement which notice shall specify the aggregate amount of any such reduction; provided reduction and the Committed Lenders’ respective amounts thereof, provided, however, that (a) the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit ExposurePrincipal unless accompanied by a prepayment pursuant to Section 1.5 in the amount necessary to ensure that the Aggregate Principal does not exceed the Aggregate Commitment, and (b) the amount of the Aggregate Commitment may not be reduced below $100,000,000 unless the Aggregate Commitment is terminated in full. All accrued facility fees and utilization fees unpaid fees, including Broken Funding Costs, if any, shall be payable on the effective date of any termination of the obligations of Aggregate Commitment. Each Commitment Reduction Notice shall be irrevocable once delivered to the Lenders to make Loans hereunderCo-Agents. (b) The Borrower may, from At any time to time so long as no Default or Unmatured Default exists, by means of a letter delivered prior to the Administrative Agent substantially Facility Termination Date, Borrower may request an increase in the Aggregate Commitment (up to an Aggregate Commitment not to exceed $500,000,000) ratably between the Groups (except as provided in the last sentence of this Section 1.6 (b)), in a minimum amount of $10,000,000 (or a larger integral multiple of $1,000,000), upon at least thirty (30) Business Days’ written notice to the Co-Agents in the form of Exhibit FVII-2 hereto (each, a “Commitment Increase Request”), which request that the Aggregate Commitment be increased by up to $50,000,000 in shall specify the aggregate by (i) increasing the Commitment amount of one or more Lenders which have agreed to any such increase and/or and the Committed Lenders’ proposed respective amounts thereof. On or within thirty (ii30) adding one or more commercial banks or other Persons as a party hereto (each an "Additional Lender") with a Commitment in an amount agreed to by any such Additional Lender; provided that no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld). Any increase in the Aggregate Commitment pursuant to this clause (b) shall be effective three Business Days after its receipt of a Commitment Increase Request, each of the date on which the Administrative Agent has received and accepted the applicable increase letter Co-Agents shall notify Borrower in writing in the form of Annex 1 Exhibit VII-3 hereto (each, a “Commitment Increase Response”) as to Exhibit F (whether the Lenders in the case of an its Group, in their sole and absolute discretion, will agree to such Group’s requested increase in whole or in part. Failure by any Co-Agent to issue a Commitment Increase Response within such thirty (30) Business Day period shall be deemed to constitute a denial by the Commitment of an existing Lender) or assumption letter Lenders in the form of Annex 2 to Exhibit F (in the case such Co-Agent’s Group. If any of the addition of Co-Agents issues a commercial bank Commitment Increase Response that is affirmative, in whole or other Person as a new Lender). The Administrative Agent shall promptly notify in part, the Borrower and the Lenders of any increase in the amount agreed portion of the Aggregate increase requested from its Group will become effective on the thirtieth (30th) Business Day after the date of the applicable Commitment Increase Request. If any of the Co-Agents issues a Commitment Increase Response that is negative, in whole or in part, or fails to issue a timely Commitment Increase Response, Borrower may request each other Co-Agent (on behalf of its Group) to agree to the declined portion of such increase by issuing another Commitment Increase Request pursuant to this clause (b) and of the Commitment of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Advances in accordance with each Lender's pro-rata share of all outstanding Advances prior to any increase in the Aggregate Commitment pursuant to this clause Section 1.6 (b), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of such increase (and any such prepayment shall be subject to the provisions of Section 3.4).

Changes in Aggregate Commitment. (ai) The Borrower Company may permanently reduce at any time after the date hereof cancel the Aggregate Commitment in whole, or in part ratably among the Lenders a minimum aggregate amount of $5,000,000 (according to their respective Pro Rata Shares) and in integral multiples of $5,000,000, 1,000,000) ratably among the Banks upon at least three Business Days' five days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that no such notice of cancellation shall be effective to the amount of extent that it would reduce the Aggregate Commitment may not to an amount which would be reduced below less than the Aggregate Outstanding Credit ExposureExposure at the time such cancellation is to take effect. All accrued facility fees and utilization fees Any notice of cancellation given pursuant to this Section shall be payable on irrevocable and shall specify the effective date of any termination of the obligations of the Lenders upon which such cancellation is to make Loans hereundertake effect. (bii) The Borrower Company may, from time to time so long as no Default or Unmatured Default existstime, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit FE, request that the Aggregate Commitment be increased by up to $50,000,000 an amount not exceeding (in the aggregate for all such increases) $150,000,000 by (ia) increasing the Commitment of one or more Lenders Banks which have agreed to such increase and/or (iib) adding one or more commercial banks or other Persons as a party hereto (each an "“Additional Lender"Bank”) with a Commitment in an amount agreed to by any such Additional LenderBank; provided that no Additional Lender Bank shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld)) or if an Unmatured Default or a Default exists. Any increase in the Aggregate Commitment pursuant to this clause (bii) shall be effective three Business Days (or such other period of time as the Administrative Agent, the Company and the applicable increasing or new Bank shall agree) after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit F E (in the case of an increase in the Commitment of an existing LenderBank) or assumption letter in the form of Annex 2 to Exhibit F E (in the case of the addition of a commercial bank or other Person as a new LenderBank). The Administrative Agent shall promptly notify the Borrower Company and the Lenders Banks of any increase in the amount of the Aggregate Commitment pursuant to this clause (bii) and of the Commitment and Pro Rata Share of each Lender Bank after giving effect thereto. The Borrower Company acknowledges that, in order to maintain Advances in accordance with each Lender's pro-rata share Bank’s Pro Rata Share of all outstanding Advances prior to any increase in the Aggregate Commitment pursuant to this clause (bii), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of such increase (and any such prepayment shall be subject to the provisions of Section 3.43.3).

Changes in Aggregate Commitment. (ai) The Borrower Company may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders (according to their respective Pro Rata Shares) Banks in integral multiples of $5,000,000, upon at least three five Business Days' prior ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunderCommitments. (bii) The Borrower So long as no Default or Event of Default exists, the Company may, from time to time so long as no Default or Unmatured Default existstime, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit FG, request that the Aggregate Commitment be increased increased, by up to a minimum amount of $50,000,000 in 25,000,000 and higher integral multiples of $5,000,000; provided that the aggregate amount of all increases under this Section 2.04(b) shall not exceed $100,000,000, by (ia) increasing the Commitment of one or more Lenders Banks which have agreed to such increase and/or (iib) adding one or more commercial banks or other Persons as a party hereto (each an "“Additional Lender"Bank”) with a Commitment in an amount agreed to by any such Additional LenderBank; provided that no Additional Lender Bank shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents which, in each case, shall not be unreasonably withheld). Any increase in the Aggregate Commitment pursuant to this clause (bii) shall be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 I to Exhibit F G (in the case of an increase in the Commitment of an existing LenderBank) or assumption letter in the form of Annex 2 II to Exhibit F G (in the case of the addition of a commercial bank or other Person as a new LenderBank). The Administrative Agent shall promptly notify the Borrower Company and the Lenders Banks of any increase in the amount of the Aggregate Commitment pursuant to this clause (bii) and of the Commitment of each Lender Bank after giving effect thereto. The Borrower Company acknowledges that, in order to maintain Advances in accordance with each Lender's Bank’s pro-rata share of all outstanding Advances prior to any increase in the Aggregate Commitment pursuant to this clause (bii), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of such increase (and any such prepayment shall be subject to the provisions of Section 3.43.05). For the avoidance of doubt, no Bank shall be required to participate in any increase in the Aggregate Commitment except in its sole discretion. (iii) As a condition precedent to any increase in the Aggregate Commitment pursuant to clause (ii) above, the Company shall deliver to the Administrative Agent a certificate of the Company, signed by an authorized officer of the Company certifying that before and after giving effect to such increase, (a) the representations and warranties contained in Article V and the other Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and (b) no Default or Event of Default exists; and the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date of this Agreement as to the organizational power and authority of the Company to borrow hereunder after giving effect to such increase. (iv) In connection with any increase in the Aggregate Commitment pursuant to clause (ii) above, any Additional Bank shall provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Changes in Aggregate Commitment. (a) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders (according to their respective Pro Rata Shares) in integral multiples of $5,000,000, upon at least three Business Days' ’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. (bi) The Subject to Section 4.2 of the KCPL Credit Agreement, the Borrower and KCPL may, from time to time so long as no Default or Unmatured Default exists, by means of joint election in a letter delivered written notice to the Administrative Agent substantially in (which shall promptly provide a copy of such notice to the form of Exhibit FLenders) and the “Administrative Agent” under the KCPL Credit Agreement, request that the Aggregate Commitment be increased by transfer up to $50,000,000 200,000,000 of the unused Commitments to the Commitments (as such term is defined in the aggregate KCPL Credit Agreement) under the KCPL Credit Agreement (any such reduction, a “Transfer”) and (ii) subject to Section 4.2, the Borrower and KCPL may, by joint election in a written notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders) and the “Administrative Agent” under the KCPL Credit Agreement, re-transfer up to $200,000,000 of the unused Commitments (as such term is defined in the KCPL Credit Agreement) previously transferred from this Agreement to the KCPL Credit Agreement pursuant to subclause (b)(i) above back to the Commitments hereunder (any such addition, a “Re-Transfer”). For the avoidance of doubt, the parties acknowledge and agree that after giving effect to any Transfer or Re-Transfer contemplated in subclauses (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or and (ii) adding one or more commercial banks or other Persons above, (x) the aggregate Commitments hereunder shall not exceed $600,000,000, (y) the aggregate Commitments under and as defined in the KCPL Credit Agreement shall not exceed $600,000,000 and (z) the aggregate commitments under both this Agreement and the KCPL Credit Agreement shall not exceed $1,000,000,000. (c) On the effective date of a party hereto (each an "Additional Lender") with a Commitment in an amount agreed to by any such Additional Lender; provided that no Additional Lender Transfer, which shall be added as a party hereto without specified in the written consent of the Administrative Agent notice delivered pursuant to Section 2.6(b)(i) and each Issuer (which consents shall not be unreasonably withheld). Any increase less than five (5) Business Days subsequent to the date of giving of such notice, then subject to the satisfaction of the conditions precedent specified in Section 4.2 of the Aggregate Commitment pursuant to this clause KCPL Credit Agreement, (bi) the Commitments hereunder shall be effective three Business Days after ratably decreased by the date on which aggregate amount specified in such notice and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit F (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit F (in the case of the addition of a commercial bank or other Person as a new Lender). The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the aggregate amount of the Aggregate Commitment pursuant “Commitments” under and as defined in the KCPL Credit Agreement shall be ratably increased by such amount. Such Transfer and the consequent decreases and increases shall be irrevocable subject, however, to this clause (b) and of the Commitment of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Advances subsequent permissible Re-Transfers in accordance with each Lender's prothe terms hereof. (d) On the effective date of a Re-rata share of all outstanding Advances prior to any increase Transfer, which shall be specified in the Aggregate Commitment notice delivered pursuant to this clause Section 2.6(b)(ii) and which shall not be less than five (b), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on 5) Business Days subsequent to the date of giving of such increase (and any such prepayment shall be notice, then subject to the provisions satisfaction of the conditions precedent specified in Section 3.4)4.2, (i) the Commitments hereunder shall be ratably increased by the aggregate amount specified in such notice and (ii) the aggregate amount of the “Commitments” under and as defined in the KCPL Credit Agreement shall be ratably decreased by such amount. Such Re-Transfer and the consequent decreases and increases shall be irrevocable.

Changes in Aggregate Commitment. (ai) The Borrower Company may permanently reduce at any time after the date hereof cancel the Aggregate Commitment in whole, or in part ratably among the Lenders a minimum aggregate amount of $5,000,000 (according to their respective Pro Rata Shares) and in integral multiples of $5,000,000, 1,000,000) ratably among the Banks upon at least three Business Days' 5 days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that no such notice of cancellation shall be effective to the amount of extent that it would reduce the Aggregate Commitment may not to an amount which would be reduced below less than the Aggregate Outstanding Credit ExposureExposure at the time such cancellation is to take effect. All accrued facility fees and utilization fees Any notice of cancellation given pursuant to this Section shall be payable on irrevocable and shall specify the effective date of any termination of the obligations of the Lenders upon which such cancellation is to make Loans hereundertake effect. (bii) The Borrower Company may, from time to time so long as no Default or Unmatured Default existstime, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit FE, request that the Aggregate Commitment be increased by to up to $50,000,000 in the aggregate 500,000,000 by (ia) increasing the Commitment of one or more Lenders Banks which have agreed to such increase and/or (iib) adding one or more commercial banks or other Persons as a party hereto (each an "“Additional Lender"Bank”) with a Commitment in an amount agreed to by any such Additional LenderBank; provided that no Additional Lender Bank shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld)) or if an Unmatured Default or a Default exists. Any increase in the Aggregate Commitment pursuant to this clause (bii) shall be effective three Business Days (or such other period of time as the Administrative Agent, the Company and the applicable increasing or new Bank shall agree) after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit F E (in the case of an increase in the Commitment of an existing LenderBank) or assumption letter in the form of Annex 2 to Exhibit F E (in the case of the addition of a commercial bank or other Person as a new LenderBank). The Administrative Agent shall promptly notify the Borrower Company and the Lenders Banks of any increase in the amount of the Aggregate Commitment pursuant to this clause (bii) and of the Commitment and Pro Rata Share of each Lender Bank after giving effect thereto. The Borrower Company acknowledges that, in order to maintain Advances in accordance with each Lender's pro-rata share Bank’s Pro Rata Share of all outstanding Advances prior to any increase in the Aggregate Commitment pursuant to this clause (bii), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of such increase (and any such prepayment shall be subject to the provisions of Section 3.43.3).

Changes in Aggregate Commitment. (a) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders (according to their respective Pro Rata Shares) in integral multiples of $5,000,000, upon at least three Business Days' ’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. (b) The Borrower may, may at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent, increase the Commitments (but not the Letter of Credit Sublimit and the Swing Line Sublimit) by a maximum aggregate amount of up to ONE HUNDRED MILLION DOLLARS ($100,000,000) with additional Commitments from any existing Lender with a Commitment or new Commitments from any other Person selected by the Borrower and reasonably acceptable to the Administrative Agent, the Swing Line Lender and the Issuers; provided that: (i) any such increase shall be in a minimum principal amount of $20,000,000 and in integral multiples of $1,000,000 in excess thereof; (ii) no Default or Unmatured Default shall exist and be continuing at the time so long of any such increase; (iii) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; (iv) (A) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent; and (v) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each of the Borrower and the Guarantor dated as of the date of such increase (in sufficient copies for each Lender) signed by an Authorized Officer of the Borrower or the Guarantor, as applicable (A) certifying and attaching the resolutions adopted by such Person approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (y) no Default or Unmatured Default exists, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that the Aggregate Commitment be increased by up to $50,000,000 in the aggregate by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) adding one or more commercial banks or other Persons as a party hereto (each an "Additional Lender") with a Commitment in an amount agreed to by any such Additional Lender; provided that no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld). Any increase in the Aggregate Commitment pursuant to this clause (b) shall be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit F (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit F (in the case of the addition of a commercial bank or other Person as a new Lender). The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the amount of the Aggregate Commitment pursuant to this clause (b) and of the Commitment of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Advances in accordance with each Lender's pro-rata share of all shall prepay any Loans owing by it and outstanding Advances prior to any increase in the Aggregate Commitment pursuant to this clause (b), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of any such increase with the proceeds required to be advanced by any Lender increasing its, or any Person providing a new, Commitment under this Section (and pay any such prepayment shall be subject additional amounts required pursuant to Article III) to the provisions of Section 3.4)extent necessary to keep the outstanding Loans ratable with any revised Commitments arising from any nonratable increase in the Commitments under this Section.

Changes in Aggregate Commitment. (a) The Borrower may permanently reduce the Aggregate Commitment in whole, or ratably between the Groups in part ratably among the Lenders (according to their respective Pro Rata Shares) part, in integral multiples a minimum amount of $5,000,00010,000,000 (or a larger integral multiple of $1,000,000), upon at least three five (5) Business Days' prior written notice to the Administrative AgentCo-Agents in the form of Exhibit VII-l hereto (each, a "Commitment Reduction Notice"), which notice shall specify the aggregate amount of any such reduction; provided reduction and the Liquidity Banks' respective amounts thereof, provided, however, that (a) the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit ExposurePrincipal unless accompanied by a prepayment pursuant to Section 1.5 in the amount necessary to ensure that the Aggregate Principal does not exceed the Aggregate Commitment, and (b) the amount of the Aggregate Commitment may not be reduced below $100,000,000 unless the Aggregate Commitment is terminated in full. All accrued facility fees and utilization fees unpaid fees, including Broken Funding Costs, if any, shall be payable on the effective date of any termination of the obligations of Aggregate Commitment. Each Commitment Reduction Notice shall be irrevocable once delivered to the Lenders to make Loans hereunderCo-Agents. (b) The Borrower may, from At any time to time so long as no Default or Unmatured Default exists, by means of a letter delivered prior to the Administrative Agent substantially Facility Termination Date, Borrower may request an increase in the Aggregate Commitment ratably between the Groups (except as provided in the last sentence of this Section 1.6 (b)), in a minimum amount of $10,000,000 (or a larger integral multiple of $1,000,000), upon at least fifteen (15) Business Days' written notice to the Co-Agents in the form of Exhibit FVII-2 hereto (each, a "Commitment Increase Request"), which request that the Aggregate Commitment be increased by up to $50,000,000 in shall specify the aggregate by (i) increasing the Commitment amount of one or more Lenders which have agreed to any such increase and/or and the Liquidity Banks' proposed respective amounts thereof. On or within fifteen (ii15) adding one or more commercial banks or other Persons as a party hereto (each an "Additional Lender") with a Commitment in an amount agreed to by any such Additional Lender; provided that no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld). Any increase in the Aggregate Commitment pursuant to this clause (b) shall be effective three Business Days after its receipt of a Commitment Increase Request, each of the date on which the Administrative Agent has received and accepted the applicable increase letter Co-Agents shall notify Borrower in writing in the form of Annex 1 Exhibit VII-3 hereto (each, a "Commitment Increase Response") as to Exhibit F (whether the Liquidity Banks in the case of an its Group, in their sole and absolute discretion, will agree to such Group's requested increase in the whole or in part. Failure by any Co-Agent to issue a Commitment of an existing LenderIncrease Response within such fifteen (15) or assumption letter in the form of Annex 2 Business Day period shall be deemed to Exhibit F (in the case constitute a denial by such Co-Agent's Group. If any of the addition of Co-Agents issues a commercial bank Commitment Increase Response that is affirmative, in whole or other Person as a new Lender). The Administrative Agent shall promptly notify in part, the Borrower and the Lenders of any increase in the amount agreed portion of the Aggregate increase requested from its Group will become effective on the fifteenth (15th) Business Day after the date of the applicable Commitment Increase Request. If any of the Co-Agents issues a Commitment Increase Response that is negative, in whole or in part, or fails to issue a timely Commitment Increase Response, Borrower may request each other Co-Agent's Group to agree to the declined portion of such increase by issuing another Commitment Increase Request pursuant to this clause (b) and of the Commitment of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Advances in accordance with each Lender's pro-rata share of all outstanding Advances prior to any increase in the Aggregate Commitment pursuant to this clause Section 1.6 (b), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of such increase (and any such prepayment shall be subject to the provisions of Section 3.4).

Changes in Aggregate Commitment. (a) The Borrower may permanently reduce the Aggregate Commitment in whole, or ratably between the Groups in part ratably among the Lenders (according to their respective Pro Rata Shares) part, in integral multiples a minimum amount of $5,000,00010,000,000 (or a larger integral multiple of $1,000,000), upon at least three five (5) Business Days' prior ’ written notice to the Administrative AgentCo-Agents in the form of Exhibit VII-1 hereto (each, a “Commitment Reduction Notice”), which notice shall specify the aggregate amount of any such reduction; provided reduction and the VFCC Liquidity Banks’ and Victory Liquidity Banks’ respective amounts thereof, provided, however, that (a) the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit ExposurePrincipal unless accompanied by a prepayment pursuant to Section 1.5 in the amount necessary to ensure that the Aggregate Principal does not exceed the Aggregate Commitment, and (b) the amount of the Aggregate Commitment may not be reduced below $100,000,000 unless the Aggregate Commitment is terminated in full. All accrued facility fees and utilization fees unpaid fees, including Broken Funding Costs, if any, shall be payable on the effective date of any termination of the obligations of Aggregate Commitment. Each Commitment Reduction Notice shall be irrevocable once delivered to the Lenders to make Loans hereunderCo-Agents. (b) The Borrower may, from At any time to time so long as no Default or Unmatured Default exists, by means of a letter delivered prior to the Administrative Agent substantially Facility Termination Date while the Aggregate Commitment is less than $350,000,000, Borrower may request an increase in the Aggregate Commitment up to an amount not to exceed $350,000,000, ratably between the Groups (except as provided in the last sentence of this Section 1.6(b)), in a minimum amount of $10,000,000 (or a larger integral multiple of $1,000,000), upon at least fifteen (15) Business Days’ written notice to the Co-Agents in the form of Exhibit FVII-2 hereto (each, a “Commitment Increase Request”), which request that shall specify the Aggregate aggregate amount of any such increase and the VFCC Liquidity Banks’ and Victory Liquidity Banks’ proposed respective amounts thereof. On or within fifteen (15) Business Days after its receipt of a Commitment be increased by up to $50,000,000 Increase Request, each of the Co-Agents shall notify Borrower in writing in the aggregate by form of Exhibit VII-3 hereto (ieach, a “Commitment Increase Response”) increasing as to whether the Commitment of one or more Lenders which have agreed Liquidity Banks in its Group, in their sole and absolute discretion, will agree to such Group’s requested increase and/or (ii) adding one in whole or more commercial banks or other Persons as a party hereto (each an "Additional Lender") with in part. Failure by either Co-Agent to issue a Commitment in an amount agreed to by any Increase Response within such Additional Lender; provided that no Additional Lender fifteen (15) Business Day period shall be added as deemed to constitute a party hereto without the written consent denial by such Co-Agent’s Group. If either of the Administrative Agent and each Issuer Co-Agents issues a Commitment Increase Response that is affirmative, in whole or in part, the agreed portion of the increase requested from its Group will become effective on the fifteenth (which consents shall not be unreasonably withheld15th) Business Day after the date of the applicable Commitment Increase Request. If either of the Co-Agents issues a Commitment Increase Response that is negative, in whole or in part, or fails to issue a timely Commitment Increase Response, Borrower may request the other Co-Agent’s Group to agree to the declined portion of such increase by issuing another Commitment Increase Request pursuant to this Section 1.6(b). Any increase . (c) If Borrower requests more than two changes in the Aggregate Commitment pursuant to this clause (b) Section 1.6 after August 9, 2006, no such change shall be become effective three Business Days after unless and until Borrower has paid each of the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit F (in the case of Co-Agents whose Liquidity Banks provide an increase in the Commitment their Commitments, a fully-earned and nonrefundable administrative fee of an existing Lender$5,000 each in immediately available funds. 1.3. Section 14.5(b) or assumption letter in the form of Annex 2 to Exhibit F (in the case of the addition of a commercial bank or other Person Credit and Security Agreement is hereby amended and restated in its entirety to read as a new Lender). The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the amount of the Aggregate Commitment pursuant to this clause (b) and of the Commitment of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Advances in accordance with each Lender's pro-rata share of all outstanding Advances prior to any increase in the Aggregate Commitment pursuant to this clause (b), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of such increase (and any such prepayment shall be subject to the provisions of Section 3.4).follows:

Changes in Aggregate Commitment. (aA) The Borrower Company may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders (according to their respective Pro Rata Shares) Banks in integral multiples of $5,000,0001,000,000, upon at least three ten Business Days' prior ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders Banks to make Loans hereunder. (bB) The Borrower So long as no Default or Event of Default exists, the Company may, from time to time so long as no Default or Unmatured Default existstime, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit FG, request that the Aggregate Commitment be increased increased, by a minimum amount of $25,000,000 and higher integral multiples of $5,000,000, to an amount up to $50,000,000 in the aggregate 450,000,000 by (ia) increasing the Commitment of one or more Lenders Banks which have agreed to such increase and/or (iib) adding one or more commercial banks or other Persons as a party hereto (each an "“Additional Lender"Bank”) with a Commitment in an amount agreed to by any such Additional LenderBank; provided that no Additional Lender Bank shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld). Any increase in the Aggregate Commitment pursuant to this clause (bB) shall be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 I to Exhibit F G (in the case of an increase in the Commitment of an existing LenderBank) or assumption letter in the form of Annex 2 II to Exhibit F G (in the case of the addition of a commercial bank or other Person as a new LenderBank). The Administrative Agent shall promptly notify the Borrower Company and the Lenders Banks of any increase in the amount of the Aggregate Commitment pursuant to this clause (bB) and of the Commitment of each Lender Bank after giving effect thereto. The Borrower Company acknowledges that, in order to maintain Advances in accordance with each Lender's Bank’s pro-rata share of all outstanding Advances prior to any increase in the Aggregate Commitment pursuant to this clause (bB), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of such increase (and any such prepayment shall be subject to the provisions of Section 3.43.04).