Common use of Changes in the Commitments Clause in Contracts

Changes in the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the Aggregate Commitment; provided that the Aggregate Commitment shall not be reduced to an amount which is less than the aggregate principal amount of the Outstanding Credits; and provided, further, that each partial reduction shall be in a minimum amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof. (b) On the Termination Date, the Aggregate Commitment shall be automatically reduced to zero. (c) Any termination or reduction of the Aggregate Commitment under this Section 2.6 shall be irrevocable, and the Aggregate Commitment shall not thereafter be reinstated. (d) On any date prior to the Termination Date, the Borrower may on one or more occasions increase the Aggregate Commitment (any such increase, a “Commitment Increase”) by an amount not less than $25,000,000, or, if greater, an integral multiple of $1,000,000 in excess thereof by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree it may participate in such Commitment Increase) or one or more other Eligible Assignees reasonably acceptable to the Agent that at the time agree, in the case of any such existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any such Eligible Assignee (an “Additional Lender”), to become a party to this Agreement; provided that after giving effect to any such increase, the Aggregate Commitment shall not exceed $400,000,000 and the aggregate amount of all Commitment Increases shall not exceed $100,000,000. (i) The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.6(d) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.6(d) to the Agent, which shall promptly provide a copy of such notice to the Lenders; (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Agent of (1) an agreement in form and substance satisfactory to the Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (2) certified copies of the Commitment Increase Approvals and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Agent may reasonably request, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below and (C) receipt by the Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (1) no Unmatured Default or Event of Default has occurred and is continuing, (2) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects, or if any such representation is qualified as to materiality, true and correct in all respects, and (3) all Commitment Increase Approvals have been obtained and are in full force and effect. (iii) Upon the effective date of any Commitment Increase, to the extent necessary to keep the outstanding Advances ratable in the event of any non-ratable increase in Aggregate Commitment, (A) all then outstanding Eurodollar Rate Advances (the “Initial Advances”) shall automatically be Converted into Base Rate Advances, (B) immediately after the effectiveness of the Commitment Increase, the Borrower shall, if it so requests, Convert such Base Rate Advances into Eurodollar Rate Advances (the “Subsequent Advances”) 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 Conversion delivered to the Agent in accordance with Section 2.11, (C) each Lender shall pay to the Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Advances and (z) such Lender’s Percentage (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 equal to the difference, if positive, between (y) such Lender’s Percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Advances, (E) the Lenders shall be deemed to hold the Subsequent Advances ratably in accordance with their respective Commitment (calculated after giving effect to the Commitment Increase), (F) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (G) Schedule I shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of the Initial Advances pursuant to clause (A) above shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.4(d) if the date of any Commitment Increase occurs other than on the last day of the Interest Period relating thereto. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to this Section 2.6(d), all calculations and payments of the Facility Fee and the LC Fee and of interest on the Advances shall take into account the actual Commitment of each Lender and such Lender’s Percentage of the Outstanding Credits during the relevant period of time.

Changes in the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the Aggregate Commitment; provided that the Aggregate Commitment shall not be reduced to an amount which is less than the aggregate principal amount of the Outstanding Credits; and provided, further, that each partial reduction shall be in a minimum amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof. (b) On the Termination Date, the Aggregate Commitment shall be automatically reduced to zero. (c) Any termination or reduction of the Aggregate Commitment under this Section 2.6 shall be irrevocable, and the Aggregate Commitment shall not thereafter be reinstated. (d) On any date prior to the Termination Date, the Borrower may on one or more occasions increase the Aggregate Commitment by an amount not less than $5,000,000; provided that after giving effect to any such increase, the Aggregate Commitment shall not exceed $200,000,000 (any such increase, a “Commitment Increase”) by an amount not less than $25,000,000, or, if greater, an integral multiple of $1,000,000 in excess thereof by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree it may participate in such Commitment Increase) or one or more other Eligible Assignees reasonably acceptable to the Agent that at the time agree, in the case of any such existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any such Eligible Assignee (an “Additional Lender”), to become a party to this Agreement; provided that after giving effect to any such increase, the Aggregate Commitment shall not exceed $400,000,000 and the aggregate amount of all Commitment Increases shall not exceed $100,000,000. (i) The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.6(d) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.6(d) to the Agent, which shall promptly provide a copy of such notice to the Lenders; (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Agent of (1) an agreement in form and substance satisfactory to the Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (2) certified copies of the Commitment Increase Approvals and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Agent may reasonably request, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below and (C) receipt by the Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (1) no Unmatured Default or Event of Default has occurred and is continuing, (2) all representations and warranties made by the such Borrower in this Agreement are true and correct in all material respects, or if any such representation is qualified as to materiality, true and correct in all respects, and (3) all Commitment Increase Approvals have been obtained and are in full force and effect. (iii) Upon the effective date of any Commitment Increase, to the extent necessary to keep the outstanding Advances ratable in the event of any non-ratable increase in Aggregate Commitment, (A) all then outstanding Eurodollar Rate Advances (the “Initial Advances”) shall automatically be Converted converted into Base Rate Advances, (B) immediately after the effectiveness of the Commitment Increase, the Borrower shall, if it so requests, Convert convert such Base Rate Advances into Eurodollar Rate Advances (the “Subsequent Advances”) 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 Conversion delivered to the Agent in accordance with Section 2.11, (C) each Lender shall pay to the Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Advances and (z) such Lender’s Percentage (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 equal to the difference, if positive, between (y) such Lender’s Percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Advances, (E) the Lenders shall be deemed to hold the Subsequent Advances ratably in accordance with their respective Commitment (calculated after giving effect to the Commitment Increase), (F) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (G) Schedule I shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of the Initial Advances pursuant to clause (A) above shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.4(d8.4(b) if the date of any Commitment Increase occurs other than on the last day of the Interest Period relating thereto. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to this Section 2.6(d), all calculations and payments of the Facility Fee and the LC Fee and of interest on the Advances shall take into account the actual Commitment of each Lender and such Lender’s Percentage of the Outstanding Credits during the relevant period of time.

Changes in the Commitments. (a) The Borrower Parent shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portions of the Aggregate Commitment; respective Commitments of the Banks, provided that the Aggregate Commitment aggregate amount of the Commitments of the Banks shall not be reduced to an amount which that is less than the aggregate principal amount of the Outstanding Credits; Credits at such time and provided, further, that each partial reduction shall be in a minimum the aggregate amount of $10,000,000 or any whole an integral multiple of $1,000,000 in excess thereofthereof and provided, further, that any such termination or reduction shall not affect the Borrowers’ rights under Section 2.05(b) below. Once terminated or reduced, a Commitment may not be reinstated. The Administrative Agent shall promptly notify each Bank and LC Bank of any reduction in the Commitments pursuant to this Section 2.05. (b) On the Termination Date, the Aggregate Commitment shall be automatically reduced to zero. (c) Any termination or reduction of the Aggregate Commitment under this Section 2.6 shall be irrevocable, and the Aggregate Commitment shall not thereafter be reinstated. (di) On any date prior to the Termination Maturity Date, the Borrower Borrowers may on one or more occasions increase the Aggregate Commitment aggregate amount of the Commitments by up to $100,000,000 (any such increase, a “Commitment Increase”) by an up to a maximum aggregate amount not less than $25,000,000, or, if greater, an integral multiple of $1,000,000 in excess thereof 500,000,000 by designating either one or more of the existing Lenders Banks (each of which, in its sole discretion, may determine whether and to what degree it may to participate in such Commitment Increase) or one or more other Eligible Assignees assignees reasonably acceptable to the Administrative Agent and each LC Bank that at the time agree, in the case of any such an existing LenderBank, to increase its Commitment (an “Increasing LenderBank”) and, in the case of any such Eligible Assignee other assignee (an “Additional LenderBank”), to become a party to this Agreement; provided that after giving effect to any such increase, the Aggregate Commitment shall not exceed $400,000,000 and the aggregate amount of all Commitment Increases shall not exceed $100,000,000. (i) . The sum of the increases in the Commitments of the Increasing Lenders Banks pursuant to this Section 2.6(dsubsection (b) plus the Commitments of the Additional Lenders Banks upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrower Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.6(d2.05(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders; (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Agent of (1) an agreement in form and substance satisfactory to the Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (2) certified copies of the Commitment Increase Approvals and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Agent may reasonably request, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below and (C) receipt by the Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (1) no Unmatured Default or Event of Default has occurred and is continuing, (2) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects, or if any such representation is qualified as to materiality, true and correct in all respects, and (3) all Commitment Increase Approvals have been obtained and are in full force and effectBanks. (iii) Upon the effective date of any Commitment Increase, to the extent necessary to keep the outstanding Advances ratable in the event of any non-ratable increase in Aggregate Commitment, (A) all then outstanding Eurodollar Rate Advances (the “Initial Advances”) shall automatically be Converted into Base Rate Advances, (B) immediately after the effectiveness of the Commitment Increase, the Borrower shall, if it so requests, Convert such Base Rate Advances into Eurodollar Rate Advances (the “Subsequent Advances”) 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 Conversion delivered to the Agent in accordance with Section 2.11, (C) each Lender shall pay to the Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Advances and (z) such Lender’s Percentage (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 equal to the difference, if positive, between (y) such Lender’s Percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Advances, (E) the Lenders shall be deemed to hold the Subsequent Advances ratably in accordance with their respective Commitment (calculated after giving effect to the Commitment Increase), (F) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (G) Schedule I shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of the Initial Advances pursuant to clause (A) above shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.4(d) if the date of any Commitment Increase occurs other than on the last day of the Interest Period relating thereto. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to this Section 2.6(d), all calculations and payments of the Facility Fee and the LC Fee and of interest on the Advances shall take into account the actual Commitment of each Lender and such Lender’s Percentage of the Outstanding Credits during the relevant period of time.

Changes in the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ ' notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the Aggregate Commitmentrespective Commitments of the Lenders; provided that the Aggregate Commitment aggregate amount of the Commitments of the Lenders shall not be reduced to an amount which is less than the aggregate principal amount of the Outstanding CreditsExtensions of Credit then outstanding; and provided, further, that each partial reduction shall be in a minimum amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof. (b) On the Termination Date, the Aggregate Commitment Commitments of the Lenders shall be automatically reduced to zero. (c) Any termination or reduction of the Aggregate Commitment Commitments under this Section 2.6 2.05 shall be irrevocable, and the Aggregate Commitment Commitments shall not thereafter be reinstated. (d) On any date prior to the Termination Date, the Borrower may on one or more occasions increase the Aggregate Commitment (any such increase, a “Commitment Increase”) aggregate amount of the Commitments by an amount not less than $25,000,0005,000,000 and to an amount not to exceed $200,000,000 (any such increase, or, if greater, an integral multiple of $1,000,000 in excess thereof a "COMMITMENT INCREASE") by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree it may participate in such Commitment Increase) or one or more other Eligible Assignees reasonably acceptable to the Agent that at the time agree, in the case of any such Eligible Assignee that is an existing Lender, to increase its Commitment (an “Increasing Lender”"INCREASING LENDER") and, in the case of any such other Eligible Assignee (an “Additional Lender”"ADDITIONAL LENDER"), to become a party to this Agreement; provided that after giving effect to any such increase, the Aggregate Commitment shall not exceed $400,000,000 and the aggregate amount of all Commitment Increases shall not exceed $100,000,000. (i) The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.6(dsubsection (d) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.6(d2.05(d) to the Agent, which shall promptly provide a copy of such notice to the Lenders; (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Agent of (1) an agreement in form and substance satisfactory to the Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment Commitments of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (2) certified copies of the Commitment Increase Approvals and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Agent may reasonably request, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below and (C) receipt by the Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (1) no Unmatured Default or Event of Default has occurred and is continuing, (2) all representations and warranties made by the such Borrower in this Agreement are true and correct in all material respects, or if any such representation is qualified as to materiality, true and correct in all respects, and (3) all Commitment Increase Approvals have been obtained and are in full force and effect. (iii) Upon the effective date of any Commitment Increase, to the extent necessary to keep Borrower shall prepay the outstanding Advances ratable in the event of any non-ratable increase in Aggregate Commitment, (A) all then outstanding Eurodollar Rate Advances (the “Initial Advances”) shall automatically be Converted into Base Rate Advances, (B) immediately after the effectiveness of the Commitment Increase, the Borrower shall, if it so requests, Convert such Base Rate Advances into Eurodollar Rate Advances (the “Subsequent Advances”any) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances full, and of the Types and for the Interest Periods specified shall simultaneously make new Borrowings hereunder in a Notice of Conversion delivered to the Agent in accordance with Section 2.11, (C) each Lender shall pay to the Agent in immediately available funds an amount equal to the differencesuch prepayment, if positiveso that, between (y) such Lender’s Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Advances and (z) such Lender’s Percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances, (D) after the Agent receives the funds specified in clause (C) abovethereto, the Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s Percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Advances, (E) are held ratably by the Lenders shall be deemed to hold the Subsequent Advances ratably in accordance with their respective Commitment Percentages (calculated after giving effect to the such Commitment Increase), (F) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (G) Schedule I shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of the Initial Advances pursuant to clause (A) above shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.4(d) if the date of any Commitment Increase occurs other than on the last day of the Interest Period relating thereto. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to this Section 2.6(dsubsection (d), all calculations and payments of the Facility Fee and the LC Fee and of interest on the Advances shall take into account the actual Commitment of each Lender and such Lender’s 's Percentage of the Outstanding Credits during the relevant period of time.

Changes in the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the Aggregate Commitmentrespective Commitments of the Lenders; provided that the Aggregate Commitment aggregate amount of the Commitments of the Lenders shall not be reduced to an amount which is less than the aggregate principal amount of the Outstanding CreditsExtensions of Credit then outstanding; and provided, further, that each partial reduction shall be in a minimum amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof. (b) On the Termination Date, the Aggregate Commitment Commitments of the Lenders shall be automatically reduced to zero. (c) Any termination or reduction of the Aggregate Commitment Commitments under this Section 2.6 2.5 shall be irrevocable, and the Aggregate Commitment Commitments shall not thereafter be reinstated. (d) On any date prior to the Termination Date, the Borrower may on one or more occasions increase the Aggregate Commitment aggregate amount of the Commitments by an amount not less than $5,000,000; provided that after giving effect to any such increase, the Commitments shall not exceed $200,000,000 (any such increase, a “Commitment Increase”) by an amount not less than $25,000,000, or, if greater, an integral multiple of $1,000,000 in excess thereof by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree it may participate in such Commitment Increase) or one or more other Eligible Assignees reasonably acceptable to the Agent that at the time agree, in the case of any such existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any such Eligible Assignee (an “Additional Lender”), to become a party to this Agreement; provided that after giving effect to any such increase, the Aggregate Commitment shall not exceed $400,000,000 and the aggregate amount of all Commitment Increases shall not exceed $100,000,000. (i) The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.6(d2.5(d) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.6(d2.5(d) to the Agent, which shall promptly provide a copy of such notice to the Lenders; (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Agent of (1) an agreement in form and substance satisfactory to the Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment Commitments of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (2) certified copies of the Commitment Increase Approvals and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Agent may reasonably request, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below and (C) receipt by the Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (1) no Unmatured Default or Event of Default has occurred and is continuing, (2) all representations and warranties made by the such Borrower in this Agreement are true and correct in all material respects, or if any such representation is qualified as to materiality, true and correct in all respects, and (3) all Commitment Increase Approvals have been obtained and are in full force and effect. (iii) Upon the effective date of any Commitment Increase, to the extent necessary to keep Borrower shall prepay the outstanding Advances ratable in the event of any non-ratable increase in Aggregate Commitment, (A) all then outstanding Eurodollar Rate Advances (the “Initial Advances”) shall automatically be Converted into Base Rate Advances, (B) immediately after the effectiveness of the Commitment Increase, the Borrower shall, if it so requests, Convert such Base Rate Advances into Eurodollar Rate Advances (the “Subsequent Advances”any) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances full (along with any payments required under Section 8.4(b)), and of the Types and for the Interest Periods specified shall simultaneously make new Borrowings hereunder in a Notice of Conversion delivered to the Agent in accordance with Section 2.11, (C) each Lender shall pay to the Agent in immediately available funds an amount equal to the differencesuch prepayment, if positiveso that, between (y) such Lender’s Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Advances and (z) such Lender’s Percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances, (D) after the Agent receives the funds specified in clause (C) abovethereto, the Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s Percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Advances, (E) are held ratably by the Lenders shall be deemed to hold the Subsequent Advances ratably in accordance with their respective Commitment Percentages (calculated after giving effect to the such Commitment Increase), (F) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (G) Schedule I shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of the Initial Advances pursuant to clause (A) above shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.4(d) if the date of any Commitment Increase occurs other than on the last day of the Interest Period relating thereto. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to this Section 2.6(d2.5(d), all calculations and payments of the Facility Fee and the LC Fee and of interest on the Advances shall take into account the actual Commitment of each Lender and such Lender’s Percentage of the Outstanding Credits during the relevant period of time.

Changes in the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the Aggregate Commitment; provided that the Aggregate Commitment shall not be reduced to an amount which is less than the aggregate principal amount of the Outstanding Credits; and provided, further, that each partial reduction shall be in a minimum amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof. (b) On the Termination Date, the Aggregate Commitment shall be automatically reduced to zero. (c) Any termination or reduction of the Aggregate Commitment under this Section 2.6 shall be irrevocable, and the Aggregate Commitment shall not thereafter be reinstated. (d) On any date prior to the Termination Date, the Borrower may on one or more occasions increase the Aggregate Commitment by an amount not less than $5,000,000; provided that after giving effect to any such increase, the Aggregate Commitment shall not exceed $350,000,000 (any such increase, a “Commitment Increase”) by an amount not less than $25,000,000, or, if greater, an integral multiple of $1,000,000 in excess thereof by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree it may participate in such Commitment Increase) or one or more other Eligible Assignees reasonably acceptable to the Agent that at the time agree, in the case of any such existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any such Eligible Assignee (an “Additional Lender”), to become a party to this Agreement; provided that after giving effect to any such increase, the Aggregate Commitment shall not exceed $400,000,000 and the aggregate amount of all Commitment Increases shall not exceed $100,000,000. (i) The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.6(d) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.6(d) to the Agent, which shall promptly provide a copy of such notice to the Lenders; (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Agent of (1) an agreement in form and substance satisfactory to the Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (2) certified copies of the Commitment Increase Approvals and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Agent may reasonably request, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below and (C) receipt by the Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (1) no Unmatured Default or Event of Default has occurred and is continuing, (2) all representations and warranties made by the such Borrower in this Agreement are true and correct in all material respects, or if any such representation is qualified as to materiality, true and correct in all respects, and (3) all Commitment Increase Approvals have been obtained and are in full force and effect. (iii) Upon the effective date of any Commitment Increase, to the extent necessary to keep the outstanding Advances ratable in the event of any non-ratable increase in Aggregate Commitment, (A) all then outstanding Eurodollar Rate Advances (the “Initial Advances”) shall automatically be Converted converted into Base Rate Advances, (B) immediately after the effectiveness of the Commitment Increase, the Borrower shall, if it so requests, Convert convert such Base Rate Advances into Eurodollar Rate Advances (the “Subsequent Advances”) 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 Conversion delivered to the Agent in accordance with Section 2.11, (C) each Lender shall pay to the Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Advances and (z) such Lender’s Percentage (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 equal to the difference, if positive, between (y) such Lender’s Percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Advances, (E) the Lenders shall be deemed to hold the Subsequent Advances ratably in accordance with their respective Commitment (calculated after giving effect to the Commitment Increase), (F) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (G) Schedule I shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of the Initial Advances pursuant to clause (A) above shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.4(d) if 8.4(b)if the date of any Commitment Increase occurs other than on the last day of the Interest Period relating thereto. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to this Section 2.6(d), all calculations and payments of the Facility Fee and the LC Fee and of interest on the Advances shall take into account the actual Commitment of each Lender and such Lender’s Percentage of the Outstanding Credits during the relevant period of time.

Changes in the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the Aggregate Commitment; provided that the Aggregate Commitment shall not be reduced to an amount which is less than the aggregate principal amount of the Outstanding Credits; and provided, further, that each partial reduction shall be in a minimum amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof. (b) On the Termination Date, the Aggregate Commitment shall be automatically reduced to zero. (c) Any termination or reduction of the Aggregate Commitment under this Section 2.6 shall be irrevocable, and the Aggregate Commitment shall not thereafter be reinstated. (d) On any date prior to the Termination Date, the Borrower may on one or more occasions increase the Aggregate Commitment by an amount not less than $5,000,000; provided that after giving effect to any such increase, the Aggregate Commitment shall not exceed $350,000,000 (any such increase, a “Commitment Increase”) by an amount not less than $25,000,000, or, if greater, an integral multiple of $1,000,000 in excess thereof by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree it may participate in such Commitment Increase) or one or more other Eligible Assignees reasonably acceptable to the Agent that at the time agree, in the case of any such existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any such Eligible Assignee (an “Additional Lender”), to become a party to this Agreement; provided that after giving effect to any such increase, the Aggregate Commitment shall not exceed $400,000,000 and the aggregate amount of all Commitment Increases shall not exceed $100,000,000. (i) The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.6(d) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.6(d) to the Agent, which shall promptly provide a copy of such notice to the Lenders; (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Agent of (1) an agreement in form and substance satisfactory to the Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (2) certified copies of the Commitment Increase Approvals and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Agent may reasonably request, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below and (C) receipt by the Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (1) no Unmatured Default or Event of Default has occurred and is continuing, (2) all representations and warranties made by the such Borrower in this Agreement are true and correct in all material respects, or if any such representation is qualified as to materiality, true and correct in all respects, and (3) all Commitment Increase Approvals have been obtained and are in full force and effect. (iii) Upon the effective date of any Commitment Increase, to the extent necessary to keep the outstanding Advances ratable in the event of any non-ratable increase in Aggregate Commitment, (A) all then outstanding Eurodollar Rate Advances (the “Initial Advances”) shall automatically be Converted converted into Base Rate Advances, (B) immediately after the effectiveness of the Commitment Increase, the Borrower shall, if it so requests, Convert convert such Base Rate Advances into Eurodollar Rate Advances (the “Subsequent Advances”) 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 Conversion delivered to the Agent in accordance with Section 2.11, (C) each Lender shall pay to the Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Advances and (z) such Lender’s Percentage (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 equal to the difference, if positive, between (y) such Lender’s Percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Advances, (E) the Lenders shall be deemed to hold the Subsequent Advances ratably in accordance with their respective Commitment (calculated after giving effect to the Commitment Increase), (F) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (G) Schedule I shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of the Initial Advances pursuant to clause (A) above shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.4(d8.4(b) if the date of any Commitment Increase occurs other than on the last day of the Interest Period relating thereto. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to this Section 2.6(d), all calculations and payments of the Facility Fee and the LC Fee and of interest on the Advances shall take into account the actual Commitment of each Lender and such Lender’s Percentage of the Outstanding Credits during the relevant period of time.