Common use of Commitment Increase Option Clause in Contracts

Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time after the Closing Date and from time to time thereafter, seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Aggregate Commitments to existing Banks or to other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the Aggregate Commitments shall become effective until the existing or new Banks extending a new or increased Applicable Tranche Commitment amount (which such increase shall be determined by each such existing or new Bank in its sole discretion) and the Company shall have delivered to the Administrative Agent a document reasonably satisfactory to the Administrative Agent and the Company pursuant to which any such existing Bank states the amount of its Applicable Tranche Commitment increase (as the case may be), any such new Bank (or new Applicable Bank) states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche Commitment (as the case may be), of a direct interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.

Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time after the Closing Date and from time to time thereaftertime, seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Aggregate Commitments to existing Banks or to other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the Aggregate Commitments shall become effective until the existing or new Banks extending a new or increased Applicable Tranche Commitment amount (which such increase shall be determined by each such existing or new Bank in its sole discretion) and the Company shall have delivered to the Administrative Agent a document reasonably satisfactory to the Administrative Agent and the Company pursuant to which any such existing Bank states the amount of its Applicable Tranche Commitment increase (as the case may be), any such new Bank (or new Applicable Bank) states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche Commitment (as the case may be), of a direct interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.

Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time after the Closing Amendment No. 3 Effective Date and from time to time thereafter, seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Aggregate Commitments to existing Banks or to other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the Aggregate Commitments shall become effective until the existing or new Banks extending a new or increased Applicable Tranche Commitment amount (which such increase shall be determined by each such existing or new Bank in its sole discretion) and the Company shall have delivered to the Administrative Agent a document reasonably satisfactory to the Administrative Agent and the Company pursuant to which any such existing Bank states the amount of its Applicable Tranche Commitment increase (as the case may be), any such new Bank (or new Applicable Bank) states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche Commitment (as the case may be), of a direct interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestrequest (including certification that the representations and warranties contained in Article VI are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties that relate to a specific date, in which case as of such date).

Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time after the Closing Date and from time to time thereafter, seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Aggregate Commitments to existing Banks or to other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the Aggregate Commitments shall become effective until the existing or new Banks extending a new or increased Applicable Tranche Commitment amount (which such increase shall be determined by each such existing or new Bank in its sole discretion) and the Company shall have delivered to the Administrative Agent a document reasonably satisfactory to the Administrative Agent and the Company pursuant to which any such existing Bank states the amount of its Applicable Tranche Commitment increase (as the case may be), any such new Bank (or new Applicable Bank) states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche Commitment (as the case may be), of a direct interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestrequest (including certification that the representations and warranties contained in Article VI are true and correct in all material respects as of such applicable 41 date, except for representations and warranties that relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such date).

Commitment Increase Option. (a) The Company mayAt any time, at its option and the Borrower may request that the Revolving Credit Commitments be increased, provided that, without the prior written consent of the BanksMajority Lenders, (i) the Total Revolving Credit Commitment shall at any no time after the Closing Date exceed $400,000,000 and from time to time thereafter, seek to increase the Aggregate Commitments by up to an aggregate (ii) each such request shall be in a minimum amount of at least $3,000,000,000 for all such increases (resulting 1,000,000. Such request shall be made in maximum Aggregate Commitments of $10,000,000,000) upon a written notice given to the Administrative Agent and the Collateral AgentLenders by the Borrower, which notice (a “Commitment Increase Notice”) shall specify the amount of any the proposed increase in the Total Revolving Credit Commitments and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportion to its Revolving Credit Percentage, respectively. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. In the event that Lenders, in the aggregate, express interest in participating in such commitment increase in excess of the amount requested by the Borrower in the Commitment Increase Notice, the requested Applicable Tranche(s) Administrative Agent shall have the right, in consultation with the Borrower, to be increased and allocate the amount of each increases necessary to meet the Borrower’s Commitment Increase Notice; provided that, except as the Administrative Agent may determine in order to allocate increases in a multiple of $1,000,000 per Lender, no Lender shall be allocated an amount less than its pro rata share of such increase within such Applicable Tranche and based upon its Revolving Credit Percentage. In the event that the Lenders do not express willingness to increase their Revolving Credit Commitments in an amount equal to the amount requested in the Increase Notices, the Borrower may notify the Administrative Agent of any Eligible Assignee, as defined in Section 10.7(g), that shall have agreed to become a “Lender” party hereto (an “Acceding Bank”) in connection with the Commitment Increase Notice. If the Borrower shall not have arranged any Acceding Bank(s) to commit to the shortfall from the amount by which the Lenders were willing to increase their Revolving Credit Commitments, then the Borrower shall be delivered at a time when no Default or Unmatured Default has occurred deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount by which the Lenders expressed willingness to increase their Revolving Credit Commitments. Any increase in the Total Revolving Credit Commitment under this Agreement shall be subject to the following conditions precedent: (i) as of the date of the Commitment Increase Notice and is continuing. The Company may, in its sole discretion, offer as of the proposed effective date of the increase in the Aggregate Commitments Total Revolving Credit Commitment under this Agreement, all representations and warranties shall be true and correct in all material respects as though made on such date (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date) and no event shall have occurred and then be continuing which constitutes a Default or Event of Default under this Agreement; (ii) the Borrower, the Administrative Agent and each Acceding Bank that shall have agreed to existing Banks or to other lenders or entities provide a “Commitment” in support of such increase in the Total Revolving Credit Commitment shall have executed and delivered an “Instrument of Accession” in a form reasonably acceptable to the Administrative Agent and Agent; (iii) counsel for the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the Aggregate Commitments shall become effective until the existing or new Banks extending a new or increased Applicable Tranche Commitment amount (which such increase shall be determined by each such existing or new Bank in its sole discretion) and the Company Borrower shall have delivered provided to the Administrative Agent a document supplemental opinion in form and substance reasonably satisfactory to the Administrative Agent and (iv) the Company pursuant to which any such existing Bank states the amount of its Applicable Tranche Commitment increase (as the case may be), any such new Bank (or new Applicable Bank) states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) Borrower and the Company accepts Acceding Bank(s) shall otherwise have executed and delivered such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, other instruments and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche Commitment (as the case may be), of a direct interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may shall have reasonably requestrequested in connection with such increase. Upon satisfaction of the conditions precedent to any increase in the Total Revolving Credit Commitment under this Agreement, the Administrative Agent shall promptly advise the Borrower and each Lender of the effective date of such increase. Upon the effective date of any increase the Total Revolving Credit Commitment under this Agreement that is supported by an Acceding Bank, such Acceding Bank shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. In addition, on the effective date, the Administrative Agent shall replace the existing Schedule 2.1 attached hereto with the revised Schedule 2.1 reflecting such new Total Revolving Credit Commitment and each Lender’s Commitment. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder.

Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time after the Closing Date and from time to time thereafter, seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Aggregate Commitments to existing Banks or to other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the Aggregate Commitments shall become effective until the existing or new Banks extending a new or increased Applicable Tranche Commitment amount (which such increase shall be determined by each such existing or new Bank in its sole discretion) and the Company shall have delivered to the Administrative Agent a document reasonably satisfactory to the Administrative Agent and the Company pursuant to which any such existing Bank states the amount of its Applicable Tranche Commitment increase (as the case may be), any such new Bank (or new Applicable Bank) states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche Commitment (as the case may be), of a direct interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestrequest (including certification that the representations and warranties contained in Article VI are true and correct in all material respects as of such applicable date, except for representations and warranties that relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such date).

Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time after the Closing Amendment No. 5 Effective Date and from time to time thereafter, seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Aggregate Commitments to existing Banks or to other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the Aggregate Commitments shall become effective until the existing or new Banks extending a new or increased Applicable Tranche Commitment amount (which such increase shall be determined by each such existing or new Bank in its sole discretion) and the Company shall have delivered to the Administrative Agent a document reasonably satisfactory to the Administrative Agent and the Company pursuant to which any such existing Bank states the amount of its Applicable Tranche Commitment increase (as the case may be), any such new Bank (or new Applicable Bank) states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche Commitment (as the case may be), of a direct interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestrequest (including certification that the representations and warranties contained in Article VI are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties that relate to a specific date, in which case as of such date).

Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time after the Closing Amendment No. 6 Effective Date and from time to time thereafter, seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Aggregate Commitments to existing Banks or to other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the Aggregate Commitments shall become effective until the existing or new Banks extending a new or increased Applicable Tranche Commitment amount (which such increase shall be determined by each such existing or new Bank in its sole discretion) and the Company shall have delivered to the Administrative Agent a document reasonably satisfactory to the Administrative Agent and the Company pursuant to which any such existing Bank states the amount of its Applicable Tranche Commitment increase (as the case may be), any such new Bank (or new Applicable Bank) states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche Commitment (as the case may be), of a direct interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitments, respectively respectively, shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestrequest (including certification that the representations and warranties contained in Article VI are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties that relate to a specific date, in which case as of such date) and (x) upon the reasonable request of any Bank made at least six (6) days prior to the date of any such increase, the Company shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to such date of increase and (y) at least three (3) days prior to such date of increase, if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification.

Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time after the Closing Amendment No. 8 Effective Date and from time to time thereafter, seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Aggregate Commitments to existing Banks or to other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the Aggregate Commitments shall become effective until the existing or new Banks extending a new or increased Applicable Tranche Commitment amount (which such increase shall be determined by each such existing or new Bank in its sole discretion) and the Company shall have delivered to the Administrative Agent a document reasonably satisfactory to the Administrative Agent and the Company pursuant to which any such existing Bank states the amount of its Applicable Tranche Commitment increase (as the case may be), any such new Bank (or new Applicable Bank) states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche Commitment (as the case may be), of a direct interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitments, respectively respectively, shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestrequest (including certification that the representations and warranties contained in Article VI are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties that relate to a specific date, in which case as of such date) and (x) upon the reasonable request of any Bank made at least six (6) days prior to the date of any such increase, the Company shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to such date of increase and (y) at least three (3) days prior to such date of increase, if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification.

Commitment Increase Option. (a) a. The Company may, at its option and without the consent of the Banks, at any time after the Closing Amendment No. 3 Effective Date and from time to time thereafter, seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Aggregate Commitments to existing Banks or to other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the Aggregate Commitments shall become effective until the existing or new Banks extending a new or increased Applicable Tranche Commitment amount (which such increase shall be determined by each such existing or new Bank in its sole discretion) and the Company shall have delivered to the Administrative Agent a document reasonably satisfactory to the Administrative Agent and the Company pursuant to which any such existing Bank states the amount of its Applicable Tranche Commitment increase (as the case may be), any such new Bank (or new Applicable Bank) states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche Commitment (as the case may be), of a direct interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their 136129539 respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestrequest (including certification that the representations and warranties contained in Article VI are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties that relate to a specific date, in which case as of such date).

Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time after the Closing Amendment No. 2 Effective Date and from time to time thereafter, seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Aggregate Commitments to existing Banks or to other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the Aggregate Commitments shall become effective until the existing or new Banks extending a new or increased Applicable Tranche Commitment amount (which such increase shall be determined by each such existing or new Bank in its sole discretion) and the Company shall have delivered to the Administrative Agent a document reasonably satisfactory to the Administrative Agent and the Company pursuant to which any such existing Bank states the amount of its Applicable Tranche Commitment increase (as the case may be), any such new Bank (or new Applicable Bank) states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche Commitment (as the case may be), of a direct interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestrequest (including certification that the representations and warranties contained in Article VI are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties that relate to a specific date, in which case as of such date).

Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time after the Closing Date and from time to time thereaftertime, seek to increase the Aggregate MC Commitments or the Aggregate USD Commitments, or both, by up to an aggregate amount of $3,000,000,000 2,000,000,000 for all such increases (resulting in a maximum Aggregate Commitments of $10,000,000,0007,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Aggregate MC Commitments or the Aggregate USD Commitments to existing Banks or to other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the Aggregate MC Commitments or the Aggregate USD Commitments, or both, shall become effective until the existing or new Banks extending a such new or increased Applicable Tranche MC Commitment or USD Commitment amount (which such increase shall be determined by each such existing or new Bank in its sole discretion) and the Company shall have delivered to the Administrative Agent a document reasonably satisfactory to the Administrative Agent and the Company pursuant to which any such existing Bank states the amount of its Applicable Tranche MC Commitment or USD Commitment increase (as the case may be), any such new Bank (or new Applicable Bank) states its aggregate Applicable Tranche MC Commitment or USD Commitment amount (as the case may be) and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche MC Commitments or USD Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche MC Commitment or USD Commitment (as the case may be), of a direct interest in each then outstanding MC Advance under the Applicable Trancheor USD Advance, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche hereunder is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche MC Commitments or USD Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate MC Commitments or USD Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.

Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time after the Closing Amendment No. 7 Effective Date and from time to time thereafter, seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Aggregate Commitments to existing Banks or to other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the Aggregate Commitments shall become effective until the existing or new Banks extending a new or increased Applicable Tranche Commitment amount (which such increase shall be determined by each such existing or new Bank in its sole discretion) and the Company shall have delivered to the Administrative Agent a document reasonably satisfactory to the Administrative Agent and the Company pursuant to which any such existing Bank states the amount of its Applicable Tranche Commitment increase (as the case may be), any such new Bank (or new Applicable Bank) states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche Commitment (as the case may be), of a direct interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitments, respectively respectively, shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestrequest (including certification that the representations and warranties contained in Article VI are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties that relate to a specific date, in which case as of such date) and (x) upon the reasonable request of any Bank made at least six (6) days prior to the date of any such increase, the Company shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to such date of increase and (y) at least three (3) days prior to such date of increase, if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification.

Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time after the Closing Amendment No. 1 Effective Date and from time to time thereafter, seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Aggregate Commitments to existing Banks or to other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the Aggregate Commitments shall become effective until the existing or new Banks extending a new or increased Applicable Tranche Commitment amount (which such increase shall be determined by each such existing or new Bank in its sole discretion) and the Company shall have delivered to the Administrative Agent a document reasonably satisfactory to the Administrative Agent and the Company pursuant to which any such existing Bank states the amount of its Applicable Tranche Commitment increase (as the case may be), any such new Bank (or new Applicable Bank) states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche Commitment (as the case may be), of a direct interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestrequest (including certification that the representations and warranties contained in Article VI are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties that relate to a specific date, in which case as of such date).