Common use of Increase in Aggregate Commitment Amount Clause in Contracts

Increase in Aggregate Commitment Amount. The Borrower may at any time and from time to time prior to the 90th day prior to the then-applicable Commitment Termination Date, at its sole cost and expense, request any one or more of the Lenders having a Commitment to increase its Commitment Amount (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), or any Eligible Assignee to provide a new Commitment, by submitting to the Administrative Agent a Commitment Increase Supplement, duly executed and delivered by the Borrower and each such Lender increasing its Commitment Amount or Eligible Assignee providing a new Commitment, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each Issuer shall promptly execute and deliver such Commitment Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or Eligible Assignee, as the case may be. Upon execution and delivery of such Commitment Increase Supplement by the Administrative Agent, the Swing Line Lender and each Issuer, (i) in the case of each such Lender increasing its Commitment Amount (an “Increasing Lender”), its Commitment Amount shall be increased to the amount set forth in such Commitment Increase Supplement, and (ii) in the case of each such Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:

Increase in Aggregate Commitment Amount. The Borrower may at any time and from time (a) Upon prior notice to time prior to the 90th day prior to the then-applicable Commitment Termination Date, at its sole cost and expense, request any one or more of the Lenders having a Commitment to increase its Commitment Amount (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), or any Eligible Assignee to provide a new Commitment, by submitting to the Administrative Agent a Commitment Increase Supplement, duly executed and delivered by the Borrower and each such Lender increasing its Commitment Amount or Eligible Assignee providing a new Commitment, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each Issuer shall promptly execute and deliver such Commitment Increase Supplement and the Administrative Agent shall deliver a copy thereof Borrower may from time to the Borrower and each such Lender or Eligible Assignee, as the case may be. Upon execution and delivery of such Commitment Increase Supplement by the Administrative Agent, the Swing Line Lender and each Issuertime, (i) in request that the case of each such Lender increasing its Lenders increase the Aggregate Commitment Amount (pro rata among the Lenders up to an “Increasing Lender”), its Commitment amount not exceeding the Maximum Facility Amount shall be increased to the amount set forth in such Commitment Increase Supplement, and or (ii) invite additional financial institutions acceptable to the Administrative Agent and the Issuing Bank to become Lenders party to the Agreement so as to increase the Aggregate Commitment Amount to an amount not exceeding the Maximum Facility Amount. At the time of sending such notice to the Lenders or any invitee, the Borrower (in consultation with the case Administrative Agent) shall specify the time period within which each Lender or invitee, as applicable, is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the Lenders). If the Borrower has requested that the Lenders increase their respective Commitment Amounts pro rata hereunder, each such Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its respective Commitment Amount and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase and any Lender not responding within such time period shall be deemed to have declined to increase its respective Commitment Amount. Anything herein contained to the contrary notwithstanding, no Lender shall have any obligation whatsoever to increase its respective Commitment Amount hereunder. The consent of the Lenders shall not be required in order for any financial institution acceptable to the Administrative Agent and the Issuing Bank to become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:to this Agreement pursuant to this Section 2.05.

Increase in Aggregate Commitment Amount. The Borrower may at any time and from time to time prior to the 90th day prior to the then-then applicable Commitment Termination Date, at its sole cost cost, expense and expenseeffort, request any one or more of the Lenders having a Commitment to increase its Commitment Amount (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), or any other Eligible Assignee reasonably satisfactory to the Administrative Agent, the Swing Line Lender and the Issuer to provide a new Commitment, by submitting to the Administrative Agent a Commitment Increase Supplement, duly executed and delivered by the Borrower and each such Lender increasing its Commitment Amount or other Eligible Assignee providing a new CommitmentAssignee, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each the Issuer shall promptly execute and deliver such Commitment Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Eligible Assignee, as the case may be. Upon execution and delivery of such Commitment Increase Supplement by the Administrative Agent, the Swing Line Lender and each the Issuer, (i) in the case of each such Lender increasing its Commitment Amount (an “Increasing Lender”), its Commitment Amount shall be increased to the amount set forth in such Commitment Increase Supplement, and (ii) in the case of each such other Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:

Increase in Aggregate Commitment Amount. The Borrower may at any time and from time to time prior to the 90th day prior to the then-applicable Commitment Termination Date, at its sole cost and expense, request any one or more of the Lenders having a Commitment to increase its Commitment Amount (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), or any Eligible Assignee to provide a new Commitment, by submitting to the Administrative Agent a Commitment Increase Supplement, duly executed and delivered by the Borrower and each such Lender increasing its Commitment Amount or Eligible Assignee providing a new CommitmentAssignee, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each Issuer shall promptly execute and deliver such Commitment Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or Eligible Assignee, as the case may be. Upon execution and delivery of such Commitment Increase Supplement by the Administrative Agent, the Swing Line Lender and each Issuer, (i) in the case of each such Lender increasing its Commitment Amount (an “Increasing Lender”), its Commitment Amount shall be increased to the amount set forth in such Commitment Increase Supplement, and (ii) in the case of each such Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:

Increase in Aggregate Commitment Amount. The So long as no Default has occurred and is continuing, the Borrower may at any time and shall have the right from time to time to increase the Aggregate Commitment up to a maximum of $400,000,000 by obtaining the Administrative Agent's prior to written approval and either adding new banks as Lenders or obtaining the 90th day prior to the then-applicable Commitment Termination Dateagreement, which shall be at its such Lender's or Lenders' sole cost and expensediscretion, request any of one or more of the then-current Lenders having a Commitment to increase its Commitment Amount (or their Commitments. Such increases shall be evidenced by the decision to increase execution and delivery of an Amendment Regarding Increase in the Commitment Amount form of a Lender to be within Exhibit J attached hereto by the sole and absolute discretion of such Lender)Borrower, or any Eligible Assignee to provide a new Commitment, by submitting to the Administrative Agent and the new bank or existing Lender providing such additional Commitment, a Commitment Increase Supplement, duly executed and delivered copy of which shall be forwarded to each Lender by the Borrower and Administrative Agent promptly after execution thereof. On the effective date of each such Lender increasing its Commitment Amount or Eligible Assignee providing a new increase in the Aggregate Commitment, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each Issuer shall promptly execute and deliver such Commitment Increase Supplement Borrower and the Administrative Agent shall deliver cause the new or existing Lenders providing such increase, by either funding more than its or their Percentage of new ratable Advances made on such date or purchasing shares of outstanding ratable Loans held by the other Lenders or a copy thereof combination thereof, to hold its or their Percentage of all ratable Advances outstanding at the close of business on such day; provided that Borrower shall pay any selling Lender funding losses to the Borrower same extent as would be required under Section 4.4 in respect of a prepayment. The Lenders agree to cooperate in any required sale and each purchase of outstanding ratable Advances to achieve such Lender result. In no event will such new or Eligible Assignee, as existing Lenders providing the case may be. Upon execution and delivery increase be required to fund or purchase a portion of such Commitment Increase Supplement by the Administrative Agent, the any Competitive Bid Loan or Swing Line Lender and each Issuer, (i) in Loan to comply with this Section on such date. In no event shall the case Aggregate Commitment exceed $400,000,000 without the approval of each such Lender increasing its Commitment Amount (an “Increasing Lender”), its Commitment Amount shall be increased to all of the amount set forth in such Commitment Increase Supplement, and (ii) in the case of each such Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:Lenders.

Increase in Aggregate Commitment Amount. The Borrower may at any time and from time to time prior to the 90th day prior to the then-applicable Commitment Termination Date, at its sole cost and expense, request any one or more of the Lenders having a Commitment to increase its Commitment Amount (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), or any Eligible Assignee to provide a new Commitment, by submitting to the Administrative Agent a Commitment Increase Supplement, duly executed and delivered by the Borrower and each such Lender increasing its Commitment Amount or Eligible Assignee providing a new Commitment, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each Issuer shall promptly execute and deliver such Commitment Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or Eligible Assignee, as the case may be. Upon execution and delivery of such Commitment Increase Supplement by the Administrative Agent, the Swing Line Lender and each Issuer, (i) in the case of each such Lender increasing its Commitment Amount (an “Increasing CHAR1\1889946v5 Lender”), its Commitment Amount shall be increased to the amount set forth in such Commitment Increase Supplement, and (ii) in the case of each such Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:

Increase in Aggregate Commitment Amount. The Borrower may at any time and from time to time prior to the 90th day prior to the then-then applicable Commitment Termination Date, at its sole cost cost, expense and expenseeffort, request any one or more of the Lenders having a Commitment to increase its Commitment Amount (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), or any other Eligible Assignee reasonably satisfactory to the Administrative Agent, the Swing Line Lender and the Issuer CVS Caremark 2013 Credit Agreement to provide a new Commitment, by submitting to the Administrative Agent a Commitment Increase Supplement, duly executed and delivered by the Borrower and each such Lender increasing its Commitment Amount or other Eligible Assignee providing a new CommitmentAssignee, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each the Issuer shall promptly execute and deliver such Commitment Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Eligible Assignee, as the case may be. Upon execution and delivery of such Commitment Increase Supplement by the Administrative Agent, the Swing Line Lender and each the Issuer, (i1) in the case of each such Lender increasing its Commitment Amount (an “Increasing Lender”), its Commitment Amount shall be increased to the amount set forth in such Commitment Increase Supplement, and (ii1) in the case of each such other Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:

Increase in Aggregate Commitment Amount. The Borrower may at any time and from time to time prior to the 90th day prior to the then-then applicable Commitment Termination Date, at its sole cost cost, expense and expenseeffort, request any one or more of the Lenders having a Commitment to increase its Commitment Amount (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), or any other Eligible Assignee reasonably satisfactory to the Administrative Agent, the Swing Line Lender and the Issuer to provide a new Commitment, by submitting to the Administrative Agent a Commitment Increase Supplement, duly executed and delivered by the Borrower and each such Lender increasing its Commitment Amount or other Eligible Assignee providing a new CommitmentAssignee, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each the Issuer shall promptly execute and deliver such Commitment Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Eligible Assignee, as the case may be. Upon execution and delivery of such Commitment Increase Supplement by the Administrative Agent, the Swing Line Lender and each the Issuer, (i1) in the case of each such Lender increasing its Commitment Amount (an “Increasing Lender”), its Commitment Amount shall be increased to the amount set forth in such Commitment Increase Supplement, and (ii1) in the case of each such other Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:

Increase in Aggregate Commitment Amount. The Borrower may at any time and from time to time prior to the 90th day prior to the then-applicable Commitment Termination Date, at its sole cost and expense, request any one or more of the Lenders having a Commitment to increase its Commitment Amount (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), or any other Eligible Assignee reasonably satisfactory to the Administrative Agent, the Swing Line Lender and each Issuer to provide a new Commitment, by submitting to the Administrative Agent a Commitment Increase Supplement, duly executed and delivered by the Borrower and each such Lender increasing its Commitment Amount or other Eligible Assignee providing a new CommitmentAssignee, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each Issuer shall promptly execute and deliver such Commitment Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Eligible Assignee, as the case may be. Upon execution and delivery of such Commitment Increase Supplement by the Administrative Agent, the Swing Line Lender and each Issuer, (i) in the case of each such Lender increasing its Commitment Amount (an “Increasing Lender”), its Commitment Amount shall be increased to the amount set forth in such Commitment Increase Supplement, and (ii) in the case of each such other Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:

Increase in Aggregate Commitment Amount. The Borrower may at any time and from time to time prior to the 90th day prior to the then-then applicable Commitment Termination Date, at its sole cost and expense, request any one or more of the Lenders having a Commitment to increase its Commitment Amount (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), or any other Eligible Assignee reasonably satisfactory to the Administrative Agent, the Swing Line Lender and the Issuer to provide a new Commitment, by submitting to the Administrative Agent a Commitment Increase Supplement, duly executed and delivered by the Borrower and each such Lender increasing its Commitment Amount or other Eligible Assignee providing a new CommitmentAssignee, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each the Issuer shall promptly execute and deliver such Commitment Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or CVS Health Corporation 2015 Credit Agreement other Eligible Assignee, as the case may be. Upon execution and delivery of such Commitment Increase Supplement by the Administrative Agent, the Swing Line Lender and each the Issuer, (i1) in the case of each such Lender increasing its Commitment Amount (an “Increasing Lender”), its Commitment Amount shall be increased to the amount set forth in such Commitment Increase Supplement, and (ii1) in the case of each such other Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:

Increase in Aggregate Commitment Amount. The Borrower may at any time and from time to time prior to the 90th day prior to the then-applicable Commitment Termination Date, at its sole cost and expense, request any one or more of the Lenders having a Commitment to increase its Commitment Amount (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), or any Eligible Assignee to provide a new Commitment, by submitting to the Administrative Agent a Commitment Increase Supplement, duly executed and delivered by the Borrower and each such Lender increasing its Commitment Amount or Eligible Assignee providing a new CommitmentAssignee, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each Issuer Agent shall promptly execute and deliver such Commitment Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or Eligible Assignee, as the case may be. Upon execution and delivery of such Commitment Increase Supplement by the Administrative Agent, the Swing Line Lender and each Issuer, (i) in the case of each such Lender increasing its Commitment Amount (an “Increasing Lender”), its Commitment Amount shall be increased to the amount set forth in such Commitment Increase Supplement, and (ii) in the case of each such Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:

Increase in Aggregate Commitment Amount. The Borrower may at any time and from time to time prior to the 90th day prior to the then-then applicable Commitment Termination Date, at its sole cost and expense, request any one or more of the Lenders having a Commitment to increase its Commitment Amount (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), or any Eligible CVS Health Corporation 2018 364-Day Year Credit Agreement Assignee to provide a new Commitment, by submitting to the Administrative Agent a Commitment Increase Supplement, duly executed and delivered by the Borrower and each such Lender increasing its Commitment Amount or Eligible Assignee providing a new CommitmentAssignee, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each Issuer Agent shall promptly execute and deliver such Commitment Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or Eligible Assignee, as the case may be. Upon execution and delivery of such Commitment Increase Supplement by the Administrative Agent, the Swing Line Lender and each Issuer, (i) in the case of each such Lender increasing its Commitment Amount (an “Increasing Lender”), its Commitment Amount shall be increased to the amount set forth in such Commitment Increase Supplement, and (ii) in the case of each such Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:

Increase in Aggregate Commitment Amount. The Borrower may at any time and from time to time prior to the 90th day prior to the then-applicable Commitment Termination Date, at its sole cost and expense, request any one or more of the Lenders having a Commitment to increase its Commitment Amount (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), or any Eligible Assignee to provide a new Commitment, by submitting to the Administrative Agent a Commitment Increase Supplement, duly executed and delivered by the Borrower and each such Lender increasing its Commitment Amount or Eligible Assignee providing a new CommitmentAssignee, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each Issuer Agent shall promptly execute and deliver such Commitment Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or Eligible Assignee, as the case may be. Upon execution and delivery of such Commitment Increase Supplement by the Administrative Agent, the Swing Line Lender and each Issuer, (i) in the case of each such Lender increasing its Commitment Amount (an “Increasing Lender”), its Commitment Amount shall be increased to the amount set forth in such Commitment Increase Supplement, and (ii) in the case of each such Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:

Increase in Aggregate Commitment Amount. The Borrower may at any time and from time to time prior to the 90th day prior to the then-then applicable Commitment Termination Date, at its sole cost cost, expense and expenseeffort, request any one or more of the Lenders having a Commitment to increase its Commitment Amount (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), or any other Eligible Assignee reasonably satisfactory to the Administrative Agent, the Swing Line Lender and the Issuer to provide a new Commitment, by submitting to the Administrative Agent a Commitment Increase Supplement, duly executed and delivered by the Borrower and each such Lender increasing its Commitment Amount or other Eligible Assignee providing a new CommitmentAssignee, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each the Issuer shall promptly execute and deliver such Commitment Increase CVS Caremark 2013 Amended and Restated Credit Agreement EXECUTION COPY Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Eligible Assignee, as the case may be. Upon execution and delivery of such Commitment Increase Supplement by the Administrative Agent, the Swing Line Lender and each the Issuer, (i1) in the case of each such Lender increasing its Commitment Amount (an “Increasing Lender”), its Commitment Amount shall be increased to the amount set forth in such Commitment Increase Supplement, and (ii1) in the case of each such other Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:

Increase in Aggregate Commitment Amount. The So long as no Default has occurred and is continuing, the Borrower may at any time and shall have the right from time to time to increase the Aggregate Commitment up to a maximum of $500,000,000 by obtaining the Administrative Agent’s prior to written approval and either adding new banks as Lenders or obtaining the 90th day prior to the then-applicable Commitment Termination Dateagreement, which shall be at its such Lender’s or Lenders’ sole cost and expensediscretion, request any of one or more of the then-current Lenders having a Commitment to increase its Commitment Amount (or their Commitments. Such increases shall be evidenced by the decision to increase execution and delivery of an Amendment Regarding Increase in the Commitment Amount form of a Lender to be within Exhibit J attached hereto by the sole and absolute discretion of such Lender)Borrower, or any Eligible Assignee to provide a new Commitment, by submitting to the Administrative Agent and the new bank or existing Lender providing such additional Commitment, a Commitment Increase Supplement, duly executed and delivered copy of which shall be forwarded to each Lender by the Borrower and Administrative Agent promptly after execution thereof. On the effective date of each such Lender increasing its Commitment Amount or Eligible Assignee providing a new increase in the Aggregate Commitment, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each Issuer shall promptly execute and deliver such Commitment Increase Supplement Borrower and the Administrative Agent shall deliver cause the new or existing Lenders providing such increase, by either funding more than its or their Percentage of new ratable Advances made on such date or purchasing shares of outstanding ratable Loans held by the other Lenders or a copy thereof combination thereof, to hold its or their Percentage of all ratable Advances outstanding at the close of business on such day; provided that Borrower shall pay any selling Lender funding losses to the Borrower same extent as would be required under Section 4.4 in respect of a prepayment. The Lenders agree to cooperate in any required sale and each purchase of outstanding ratable Advances to achieve such Lender result. In no event will such new or Eligible Assignee, as existing Lenders providing the case may be. Upon execution and delivery increase be required to fund or purchase a portion of such Commitment Increase Supplement by the Administrative Agent, the any Competitive Bid Loan or Swing Line Lender and each Issuer, (i) in Loan to comply with this Section on such date. In no event shall the case Aggregate Commitment exceed $500,000,000 without the approval of each such Lender increasing its Commitment Amount (an “Increasing Lender”), its Commitment Amount shall be increased to all of the amount set forth in such Commitment Increase Supplement, and (ii) in the case of each such Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:Lenders.

Increase in Aggregate Commitment Amount. The So long as no Default has occurred and is continuing, the Borrower may at any time and shall have the right from time to time to increase the Aggregate Commitment up to a maximum of $350,000,000 by obtaining the Administrative Agent's prior to written approval and either adding new banks as Lenders or obtaining the 90th day prior to the then-applicable Commitment Termination Dateagreement, which shall be at its such Lender's or Lenders' sole cost and expensediscretion, request any of one or more of the then-current Lenders having a Commitment to increase its Commitment Amount (or their Commitments. Such increases shall be evidenced by the decision to increase execution and delivery of an Amendment Regarding Increase in the Commitment Amount form of a Lender to be within EXHIBIT J attached hereto by the sole and absolute discretion of such Lender)Borrower, or any Eligible Assignee to provide a new Commitment, by submitting to the Administrative Agent and the new bank or existing Lender providing such additional Commitment, a Commitment Increase Supplement, duly executed and delivered copy of which shall be forwarded to each Lender by the Borrower and Administrative Agent promptly after execution thereof. On the effective date of each such Lender increasing its Commitment Amount or Eligible Assignee providing a new increase in the Aggregate Commitment, as the case may be. Upon receipt of any such Commitment Increase Supplement, the Administrative Agent, the Swing Line Lender and each Issuer shall promptly execute and deliver such Commitment Increase Supplement Borrower and the Administrative Agent shall deliver cause the new or existing Lenders providing such increase, by either funding more than its or their Percentage of new ratable Advances made on such date or purchasing shares of outstanding ratable Loans held by the other Lenders or a copy thereof combination thereof, to hold its or their Percentage of all ratable Advances outstanding at the close of business on such day; provided that Borrower shall pay any selling Lender funding losses to the Borrower same extent as would be required under Section 4.4 in respect of a prepayment. The Lenders agree to cooperate in any required sale and each purchase of outstanding ratable Advances to achieve such Lender result. In no event will such new or Eligible Assignee, as existing Lenders providing the case may be. Upon execution and delivery increase be required to fund or purchase a portion of such Commitment Increase Supplement by the Administrative Agent, the any Competitive Bid Loan or Swing Line Lender and each Issuer, (i) in the case of each Loan to comply with this Section on such Lender increasing its Commitment Amount (an “Increasing Lender”), its Commitment Amount shall be increased to the amount set forth in such Commitment Increase Supplement, and (ii) in the case of each such Eligible Assignee providing a new Commitment (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Commitment Increase Supplement; provided that:date. In no event