Common use of Changes in Total Commitment Clause in Contracts

Changes in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, Borrower shall have the option at any time and on one occasion only prior to the third anniversary of the Effective Date to request an increase in the Total Commitment by an amount not to exceed $50,000,000 by written notice to Agent (the "Commitment Increase Notice"). It shall be a term of the Additional Commitment, if approved, that the full amount thereof, together with any Lender's Commitment which remains undrawn upon at the time in question, shall be drawn pursuant to a Loan Request within sixty (60) days of the Commitment Increase Date. Upon receipt of the Commitment Increase Notice, Agent shall consult with Arranger and shall notify Borrower of the amount of facility fees to be paid to any Lenders who provide an Additional Commitment in connection with such increase in the Total Commitment. If Borrower agrees to pay the facility fees so determined, then Agent shall send a notice to all Lenders (the "Additional Commitment Request Notice") informing them of Borrower's request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires in its sole discretion to provide an Additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the Additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as Agent and the Arranger shall determine in their sole discretion. If the Additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by Borrower, then Agent may, but shall not be obligated to, invite one or more Eligible Assignees to become a Lender and provide an Additional Commitment. If Agent does invite one or more Eligible Assignees to become a Lender and if following any such invitation, the amounts committed are still not sufficient to provide the full amount of the Commitment Increase requested by Borrower, the Commitment Increase shall be reduced to the aggregate of the amounts committed. Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the "Commitment Increase Date").

Changes in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, the Borrower shall have the option at any time and on one occasion only prior up to four (4) occasions during the third anniversary term of the Effective Date this Agreement to request an increase in the Total Commitment by an amount not less than $25,000,000 per request and $250,000,000 in the aggregate (to exceed not more than $50,000,000 750,000,000, by written notice to Agent (the "Commitment Increase Notice"). It shall be a term of the Additional Commitment, if approved, that the full amount thereof, together with any Lender's Commitment which remains undrawn upon at the time in question, shall be drawn pursuant to a Loan Request within sixty (60) days of the Commitment Increase DateAgent. Upon receipt of such notice, the Commitment Increase Notice, Agent shall consult with Arranger and shall notify the Borrower of the amount of facility the arrangement fees to be paid to Arranger and the upfront fees to be paid to any Lenders who provide an Additional Commitment in connection with such increase in the Total Commitment. If the Borrower agrees to pay the facility arrangement and upfront fees so determined, then the Agent shall send a notice to all Lenders with a Commitment (the "“Additional Commitment Request Notice"”) informing them of the Borrower's ’s request to increase the Total Commitment and of the facility upfront fees to be paid with respect thereto. Each Lender who desires in its sole discretion to provide an Additional Commitment upon such terms shall provide the Agent with a written commitment letter specifying the amount of the Additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the Additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent may, but shall not be obligated to, invite one or more Eligible Assignees to become a Lender and provide an Additional Commitment. If Agent does invite one or more Eligible Assignees to become a Lender and if following any such invitation, the amounts committed are still not sufficient to provide the full amount of the Commitment Increase requested by Borrower, the Commitment Increase shall be reduced to the aggregate of the amounts committed. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the "“Commitment Increase Date"”). Nothing in this §2.2 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder.

Changes in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, the Borrower shall have the option at any time and on one occasion only prior up to four (4) occasions during the third anniversary term of the Effective Date this Agreement to request an increase in the Total Commitment by an amount not less than $25,000,000 per request and $400,000,000 in the aggregate (to exceed not more than $50,000,000 1,200,000,000, by written notice to Agent (the "Commitment Increase Notice"). It shall be a term of the Additional Commitment, if approved, that the full amount thereof, together with any Lender's Commitment which remains undrawn upon at the time in question, shall be drawn pursuant to a Loan Request within sixty (60) days of the Commitment Increase DateAgent. Upon receipt of such notice, the Commitment Increase Notice, Agent shall consult with Arranger and shall notify the Borrower of the amount of facility the arrangement fees to be paid to Arranger and the upfront fees to be paid to any Lenders who provide an Additional Commitment in connection with such increase in the Total Commitment. If the Borrower agrees to pay the facility arrangement and upfront fees so determined, then the Agent shall send a notice to all Lenders with a Commitment (the "“Additional Commitment Request Notice"”) informing them of the Borrower's ’s request to increase the Total Commitment and of the facility upfront fees to be paid with respect thereto. Each Lender who desires in its sole discretion to provide an Additional Commitment upon such terms shall provide the Agent with a written commitment letter specifying the amount of the Additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the Additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent may, but shall not be obligated to, invite one or more Eligible Assignees to become a Lender and provide an Additional Commitment. If Agent does invite one or more Eligible Assignees to become a Lender and if following any such invitation, the amounts committed are still not sufficient to provide the full amount of the Commitment Increase requested by Borrower, the Commitment Increase shall be reduced to the aggregate of the amounts committed. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the "“Commitment Increase Date"”). Nothing in this §2.2 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder.

Changes in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, the Borrower shall have the option at any time and on one occasion only prior to the third anniversary of the Effective Date Date, to request an increase in the Total Commitment by an amount not to exceed $50,000,000 75,000,000 by written notice to Agent (the "Commitment Increase Notice"). It shall be a term of the Additional Commitment, if approved, that the full amount thereof, together with any Lender's Commitment which remains undrawn upon at the time in question, shall be drawn pursuant to a Loan Request within sixty (60) days of the Commitment Increase DateAgent. Upon receipt of such notice, the Commitment Increase Notice, Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an Additional Commitment in connection with such increase in the Total Commitment. If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the "“Additional Commitment Request Notice"”) informing them of the Borrower's ’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires in its sole discretion to provide an Additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the Additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the Additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent may, but shall not be obligated to, invite one or more Eligible Assignees to become a Lender and provide an Additional Commitment. If Agent does invite one or more Eligible Assignees to become a Lender and if following any such invitation, the amounts committed are still not sufficient to provide the full amount of the Commitment Increase requested by Borrower, the Commitment Increase shall be reduced to the aggregate of the amounts committed. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the "“Commitment Increase Date"”).

Changes in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, the Borrower shall have the option at any time and on one occasion only prior to the third anniversary of the Effective Date to request an increase in the Total Commitment by an amount to not to exceed more than $50,000,000 500,000,000 by written notice to Agent (the "Commitment Increase Notice"). It shall be a term of the Additional Commitment, if approved, that the full amount thereof, together with any Lender's Commitment which remains undrawn upon at the time in question, shall be drawn pursuant to a Loan Request within sixty (60) days of the Commitment Increase DateAgent. Upon receipt of such notice, the Commitment Increase Notice, Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an Additional Commitment in connection with such increase in the Total Commitment. If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the "Additional Commitment Request Notice") informing them of the Borrower's request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires in its sole discretion to provide an Additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the Additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the Additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent may, but shall not be obligated to, invite one or more Eligible Assignees to become a Lender and provide an Additional Commitment. If Agent does invite one or more Eligible Assignees to become a Lender and if following any such invitation, the amounts committed are still not sufficient to provide the full amount of the Commitment Increase requested by Borrower, the Commitment Increase shall be reduced to the aggregate of the amounts committed. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the "Commitment Increase Date").

Changes in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, the Borrower shall have the option at any time and on one occasion only prior to the third anniversary of the Effective Date to request an increase in the Total Commitment by an amount to not to exceed more than $50,000,000 300,000,000 by written notice to Agent (the "Commitment Increase Notice"). It shall be a term of the Additional Commitment, if approved, that the full amount thereof, together with any Lender's Commitment which remains undrawn upon at the time in question, shall be drawn pursuant to a Loan Request within sixty (60) days of the Commitment Increase DateAgent. Upon receipt of such notice, the Commitment Increase Notice, Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an Additional Commitment in connection with such increase in the Total Commitment. If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the "Additional Commitment Request Notice") informing them of the Borrower's request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires in its sole discretion to provide an Additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the Additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the Additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent may, but shall not be obligated to, invite one or more Eligible Assignees to become a Lender and provide an Additional Commitment. If Agent does invite one or more Eligible Assignees to become a Lender and if following any such invitation, the amounts committed are still not sufficient to provide the full amount of the Commitment Increase requested by Borrower, the Commitment Increase shall be reduced to the aggregate of the amounts committed. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the "Commitment Increase Date").

Changes in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, the Borrower shall have the option at any time and on one occasion only prior to Accordion Option and, if elected, shall exercise the third anniversary of the Effective Date to request an increase in the Total Commitment by an amount not to exceed $50,000,000 Accordion Option by written notice to the Agent (who shall, on a best efforts basis, arrange the "Commitment Increase Notice")requested increase. It The Borrower shall be a term pay the Arrangement Fee and the Upfront Fees in accordance with the terms of the Additional Commitment, if approved, that the full amount thereof, together with any Lender's Commitment which remains undrawn upon at the time in question, shall be drawn pursuant to a Loan Request within sixty (60) days of the Commitment Increase Date. Upon receipt of the Commitment Increase Notice, Agent shall consult with Arranger and shall notify Borrower of the amount of facility fees to be paid to any Lenders who provide an Additional Commitment in connection with such increase in the Total Commitment. If Borrower agrees to pay the facility fees so determined, then Fee Letter .. The Agent shall send a notice to all Lenders with a Commitment (the "“Additional Commitment Request Notice"”) informing them of the Borrower's ’s request to increase the Total Commitment and of the facility fees Upfront Fees to be paid with respect thereto. Each Lender who desires in its sole discretion to provide an Additional Commitment upon such terms shall provide the Agent with a written commitment letter specifying the amount of the Additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as Agent and the Arranger shall determine in their its sole discretion. If -29- 2076882.7 the Additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then Agent the Arranger may, but shall not be obligated to, invite one or more Eligible Assignees to become a Lender and provide an Additional Commitment. If Agent does invite one or more Eligible Assignees to become a Lender and if following any such invitation, the amounts committed are still not sufficient to provide the full amount of the Commitment Increase requested by Borrower, the Commitment Increase shall be reduced to the aggregate of the amounts committed. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the "“Commitment Increase Date"”). Nothing in this §2.2 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder.

Changes in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, the Borrower shall have the option at any time and on one occasion only prior to the third anniversary of the Effective Date December 20, 2005, to request an increase in the Total Commitment by an amount not to exceed $50,000,000 25,000,000 by written notice to Agent (the "Commitment Increase Notice"). It shall be a term of the Additional Commitment, if approved, that the full amount thereof, together with any Lender's Commitment which remains undrawn upon at the time in question, shall be drawn pursuant to a Loan Request within sixty (60) days of the Commitment Increase DateAgent. Upon receipt of such notice, the Commitment Increase Notice, Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an Additional Commitment in connection with such increase in the Total Commitment. If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the "“Additional Commitment Request Notice"”) informing them of the Borrower's ’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires in its sole discretion to provide an Additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the Additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the Additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent may, but shall not be obligated to, invite one or more Eligible Assignees to become a Lender and provide an Additional Commitment. If Agent does invite one or more Eligible Assignees to become a Lender and if following any such invitation, the amounts committed are still not sufficient to provide the full amount of the Commitment Increase requested by Borrower, the Commitment Increase shall be reduced to the aggregate of the amounts committed. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the "“Commitment Increase Date"”).

Changes in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, upon written notice to the Agent, the Borrower shall have the option may, at any time and on one occasion only prior from time to time, request to increase the third anniversary aggregate amount of the Effective Date Facilities to request an amount not exceeding $1,600,000,000 by requesting an increase in the Total Revolving Credit Commitment by (each such increase, an amount not “Incremental Revolving Increase”) and/or, after the Delayed Draw Termination Date, adding one or more tranches of term loans (each, an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to exceed as an “Increase”), in each case, in minimum increments of $50,000,000 by written notice to Agent (the "Commitment Increase Notice"). It shall be a term of the Additional Commitment, if approved, that the full amount thereof, together with any Lender's Commitment which remains undrawn upon at the time in question, shall be drawn pursuant to a Loan Request within sixty (60) days of the Commitment Increase Date50,000,000. Upon receipt of such notice, the Commitment Increase Notice, Agent shall consult with Arranger and shall notify the Borrower of the amount of facility the upfront fees to be paid to any Lenders who provide an Additional Revolving Commitment and/or commitment with respect to a requested Incremental Term Loan Facility (such commitment, a “Term Loan Commitment”); each Term Loan Commitment and each Additional Revolving Commitment are collectively referred to as “Additional Commitments”) in connection with such increase in the Total CommitmentIncrease. If Borrower agrees to pay the facility fees so determined, then The Agent shall send a notice to all Lenders (the "“Additional Commitment Request Notice"”) informing them of the Borrower's ’s request to increase the Total Commitment for an Increase and of the facility upfront fees agreed with the Borrower to be paid with respect theretothereto and the deadline by which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of the Additional Commitment Request Notice to the Lenders). Each Lender who desires in its sole discretion to provide an Additional Commitment upon such terms shall provide the Agent with a written commitment letter specifying the amount of the Additional Commitment which (and, to the extent the Borrower requests both an Additional Revolving Commitment and a Term Loan Commitment, specifying the allocation of such Lender’s Additional Commitment) that it is willing to provide prior to such the deadline as may be specified in the Additional Commitment Request Notice. Any Lender not responding prior to such deadline shall be deemed to have declined to provide an Additional Commitment. If the requested increase Increase is oversubscribed oversubscribed, then the Agent and the Arranger Arrangers shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger Arrangers shall determine in their sole discretion. If the Additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent may, but shall not be obligated to, invite one or more Eligible Assignees to become a Lender and provide an Additional Commitment. If Agent does invite one or more Eligible Assignees , subject, in the case of an Additional Revolving Commitment, to become a Lender and if following any such invitation, the amounts committed are still not sufficient to provide the full amount approval of the Commitment Increase requested by BorrowerL/C Issuers, the Commitment Increase shall be reduced pursuant to a joinder agreement in form and substance reasonably satisfactory to the aggregate of the amounts committedAgent and its counsel (a “New Lender Joinder Agreement”). The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Additional Revolving Commitment and/or Term Loan Commitment to be provided by each Lender and and, in the case of Additional Revolving Commitments, the revised Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the "“Commitment Increase Date"”). On the Commitment Increase Date, the Borrower shall pay such fees as have been agreed in writing to be paid by the Borrower in connection therewith and as otherwise mutually agreed at the time. Nothing in this §2.2 shall constitute or be deemed to constitute an agreement by any Lender to participate in any Increase hereunder.

Changes in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, the Borrower shall have the option at any time and on one occasion only prior to the third anniversary of the Effective Date to request an increase in the Total Commitment by an amount to not to exceed more than $50,000,000 400,000,000 by written notice to Agent (the "Commitment Increase Notice"). It shall be a term of the Additional Commitment, if approved, that the full amount thereof, together with any Lender's Commitment which remains undrawn upon at the time in question, shall be drawn pursuant to a Loan Request within sixty (60) days of the Commitment Increase DateAgent. Upon receipt of such notice, the Commitment Increase Notice, Agent shall consult with Arranger and shall notify the Borrower of the amount of facility the arrangement fees to be paid to Arranger and the upfront fees to be paid to any Lenders who provide an Additional Commitment in connection with such increase in the Total Commitment. If the Borrower agrees to pay the facility arrangement and upfront fees so determined, then the Agent shall send a notice to all Lenders (the "Additional Commitment Request Notice") informing them of the Borrower's request to increase the Total Commitment and of the facility upfront fees to be paid with respect thereto. Each Lender who desires in its sole discretion to provide an Additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the Additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the Additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent may, but shall not be obligated to, invite one or more Eligible Assignees to become a Lender and provide an Additional Commitment. If Agent does invite one or more Eligible Assignees to become a Lender and if following any such invitation, the amounts committed are still not sufficient to provide the full amount of the Commitment Increase requested by Borrower, the Commitment Increase shall be reduced to the aggregate of the amounts committed. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the "Commitment Increase Date").