Common use of Commitment Increase Clause in Contracts

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; 750,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-third party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a2.14(a); provided, however, that the Commitment of each such third-third party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-third party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a2.14(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, Increase and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) certified copies of resolutions of the board Board of directors Directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b2.14(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E D (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,0001,250,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 4.04 shall have been satisfied. The Borrower may extend offers 30 to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party third‑party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) certified copies of resolutions of the board of directors managers of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.034.04, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.048.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E D (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,0001,250,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 4.04 shall have been satisfied. The Borrower may extend offers 30 to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party third‑party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following: , each dated such date: (i) certified copies of resolutions of the board of directors managers of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; ; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.034.04, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.048.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.. 31

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the latest Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled latest Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,0001,750,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institutioninstitution and each financial institution that becomes a Lender in accordance with Section 2.16(c), an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative 30 Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,0001,250,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.

Commitment Increase. From time to time after the Effective Date, the U.S. Revolving Commitments may be increased (abut in no event in excess of $50,000,000 in the aggregate for all such increases) If (the "Commitment Increase Cap") such that the aggregate U.S. Revolving Commitments shall at no time exceed $225,000,000 (any such increase, a "Commitment Increase") at the option of the U.S. Borrower pursuant to delivery of written notice of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met: (i) No Event of Default shall exist; (ii) No Commitment Increase may be in an amount less than $10,000,000; (iii) The proposed Commitment Increase has been consented to in writing by Administrative Agent and each U.S. Lender who is increasing its U.S. Revolving Commitment; (iv) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and (v) Administrative Agent shall have received amendments to this Agreement and the Loan Documents, joinders, and all other promissory notes, agreements, documents and instruments reasonably satisfactory to Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of the Commitment Increase. Each of Borrowers, Lenders and Administrative Agent acknowledge and agree that each Commitment Increase meeting the conditions set forth in this Section 4.04 2.02(c) shall have been previously satisfied or waived, not require the Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date consent of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lenderother than those U.S. Lenders, if any, which have agreed to increase their U.S. Revolving Commitments in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by connection with such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such proposed Commitment Increase.