Common use of Increase in Committed Amount Clause in Contracts

Increase in Committed Amount. (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent (not to be unreasonably withheld or delayed), to cause from time to time an increase in the Committed Amount (a “Committed Amount Increase”) by adding to this Credit Agreement one or more additional financial institutions that is not already a Lender hereunder and that is reasonably satisfactory to the Administrative Agent (each a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided, however that (i) no Event of Default shall have occurred which is continuing, (ii) no such Committed Amount Increase shall cause the Committed Amount to exceed $1,000,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (iv) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans. (b) Any Committed Amount Increase must be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Committed Amount Increase”) in the form of Exhibit 2.08 attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Committed Amount Increase shall specify (i) the proposed effective date of such Committed Amount Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Committed Amount Increase, (ii) the amount of the requested Committed Amount Increase (provided that after giving effect to such requested Committed Amount Increase, the Committed Amount does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Committed Amount Increase Effective Date (as defined below). The Administrative Agent shall review each Notice of Committed Amount Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Committed Amount Increase. If the Administrative Agent consents to such Committed Amount Increase, the Administrative Agent shall execute a counterpart to the Notice of Committed Amount Increase and such Committed Amount Increase shall be effective on the proposed effective date set forth in such notice (if the Administrative Agent consented to such Committed Amount Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Committed Amount Increase Effective Date”). (c) On each Committed Amount Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Credit Agreement on such Committed Amount Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 3.02(a), ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.08 and Exhibit 2.08, the following defined terms shall have the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the Committed Amount after giving effect to the Committed Amount Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Committed Amount Increase, if any, as of a Committed Amount Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Committed Amount Increase on such Committed Amount Increase Effective Date); (2) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Committed Amount Increase that does not increase its respective Commitment as a result of the Committed Amount Increase and whose relative percentage of the Committed Amount shall be reduced after giving effect to such Committed Amount Increase; and (3) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Committed Amount Increase Effective Date (without regard to the effect of any borrowings made on such Committed Amount Increase Effective Date after giving effect to the Committed Amount Increase).

Increase in Committed Amount. (a) Subject to the terms and conditions set forth herein, the The Borrower shall have the right, without upon at least ten (10) Business Days' prior written notice to the consent of the Lenders but with the prior approval of the Administrative Agent (not to be unreasonably withheld or delayed)Agent, to cause from time to time an increase in the Committed Amount by up to $25,000,000, in up to two (a “Committed Amount Increase”2) by adding to this Credit Agreement one increases, at any time on or more additional financial institutions that is not already a Lender hereunder after the Closing Date and that is reasonably satisfactory prior to the Administrative Agent Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (each a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided, however that (i1) no Event of Default shall have occurred and be continuing on the date on which is continuing, (ii) no such Committed Amount Increase increase is to become effective; (2) the representations and warranties set forth in Section 6 of this Credit Agreement shall cause be true and correct in all material respects on and as of the date on which such Committed Amount increase is to become effective; (3) on or before the date on which such Committed Amount increase is to become effective, the Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Agent to be paid in connection with such increase; (4) such Committed Amount increase shall be an integral multiple of $1,000,000 and shall in no event be less than $5,000,000; (5) the Borrower shall have delivered to the Agent a certificate of the chief financial officer or the chief accounting officer of the Borrower certifying that the Indebtedness of the Borrower under the Credit Documents as in effect after giving effect to such increase in the Committed Amount (including, without limitation, any Loan made thereafter and any reimbursement obligations with respect to exceed $1,000,000,000, Letters of Credit issued thereafter) constitute "Designated Senior Indebtedness" under the Subordinated Note Indenture; and (iii6) no Lender’s Commitment such requested Committed Amount increase shall be increased without effective on such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (iv) ifdate only to the extent that, on or before such date, the effective date of Agent shall have received and accepted from one or more lenders reasonably acceptable to the Agent and, with respect to any lender that is not at such increasetime a Lender hereunder, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans. (b) Any Committed Amount Increase must be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Committed Amount Increase”) an agreement in the form of Exhibit 2.08 attached 3.4(b) hereto and shall be approved by (each such agreement a "New Commitment Agreement"), with respect to the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Committed Amount Increase shall specify (i) the proposed effective date Additional Commitment of such Committed Amount Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Committed Amount Increase, (ii) the amount of the requested Committed Amount Increase (provided that after giving effect to such requested Committed Amount Increase, the Committed Amount does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Committed Amount Increase Effective Date (as defined below). The Administrative Agent shall review each Notice of Committed Amount Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Committed Amount Increase. If the Administrative Agent consents to such Committed Amount Increase, the Administrative Agent shall execute a counterpart to the Notice of Committed Amount Increase and such Committed Amount Increase shall be effective on the proposed effective date set forth in such notice (if the Administrative Agent consented to such Committed Amount Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Committed Amount Increase Effective Date”)Lender. (c) On each Committed Amount Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Credit Agreement on such Committed Amount Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 3.02(a), ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.08 and Exhibit 2.08, the following defined terms shall have the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the Committed Amount after giving effect to the Committed Amount Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Committed Amount Increase, if any, as of a Committed Amount Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Committed Amount Increase on such Committed Amount Increase Effective Date); (2) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Committed Amount Increase that does not increase its respective Commitment as a result of the Committed Amount Increase and whose relative percentage of the Committed Amount shall be reduced after giving effect to such Committed Amount Increase; and (3) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Committed Amount Increase Effective Date (without regard to the effect of any borrowings made on such Committed Amount Increase Effective Date after giving effect to the Committed Amount Increase).

Increase in Committed Amount. (a) Subject to the terms and conditions set forth herein, the The Borrower shall have the right, without upon at least ten (10) Business Days' prior written notice to the consent of the Lenders but with the prior approval of the Administrative Agent (not to be unreasonably withheld or delayed)Agent, to cause from effectuate a one-time increase of up to time an increase $5,000,000 in the Committed Amount Amount, subject, however, to satisfaction of the following conditions precedent: (a “Committed Amount Increase”) by adding to this Credit Agreement one or more additional financial institutions that is not already a Lender hereunder and that is reasonably satisfactory to the Administrative Agent (each a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided, however that (i1) no Event of Default shall have occurred and be continuing on the date on which is continuing, (ii) no such Committed Amount Increase increase is to become effective, and the Total Leverage Ratio as of the most recent fiscal quarter end preceding the date of such increase with respect to which the Agent has received the Required Financial Information is less than or equal to 5.0 to 1.0; (2) the representations and warranties set forth in Section 6 of this Credit Agreement shall cause be true and correct in all material respects on and as of the date on which such Committed Amount increase is to become effective (except those that expressly relate to an earlier date); (3) on or before the date on which such Committed Amount increase is to become effective, the Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Agent to be paid in connection with such increase; (4) such Committed Amount increase shall in no event be less than the entire $5,000,000 permitted hereby. (5) the Borrower shall have delivered to the Agent a certificate of the chief financial officer or the chief accounting officer of the Borrower certifying that the Indebtedness of the Borrower under the Credit Documents as in effect after giving effect to such increase in the Committed Amount (including, without limitation, any Loan made thereafter and any reimbursement obligations with respect to exceed $1,000,000,000, Letters of Credit issued thereafter) constitute "Designated Senior Indebtedness" under the Subordinated Note Indenture; and (iii6) no Lender’s Commitment such requested Committed Amount increase shall be increased without effective on such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (iv) ifdate only to the extent that, on or before such date, the effective date of such increase, any Loans Agent shall have been funded, then the Borrower shall be obligated to pay any breakage fees received and accepted from one or costs in connection with the reallocation of such outstanding Loans. (b) Any Committed Amount Increase must be requested by written notice from the Borrower more institutions reasonably acceptable to the Administrative Agent (and, with respect to any institution that is not at such time a “Notice of Committed Amount Increase”) Lender hereunder, reasonably acceptable to the Borrower, an agreement in the form of Exhibit 2.08 attached 3.4(b) hereto and shall be approved by the Administrative Agent, (each such consent to not be unreasonably withheld. Each such Notice of Committed Amount Increase shall specify (i) the proposed effective date of such Committed Amount Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Committed Amount Increase, (ii) the amount of the requested Committed Amount Increase (provided that after giving effect to such requested Committed Amount Increase, the Committed Amount does not exceed the amount set forth in subsection (a)(ii) aboveagreement a "New Commitment Agreement"), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Committed Amount Increase Effective Date (as defined below). The Administrative Agent shall review each Notice of Committed Amount Increase and shall notify the Borrower whether or not the Administrative Agent consents with respect to the proposed Committed Amount Increase. If the Administrative Agent consents to such Committed Amount Increase, the Administrative Agent shall execute a counterpart to the Notice of Committed Amount Increase and such Committed Amount Increase shall be effective on the proposed effective date set forth in such notice (if the Administrative Agent consented to such Committed Amount Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Committed Amount Increase Effective Date”). (c) On each Committed Amount Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Credit Agreement on such Committed Amount Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 3.02(a), ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.08 and Exhibit 2.08, the following defined terms shall have the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the Committed Amount after giving effect to the Committed Amount Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Committed Amount Increase, if any, as of a Committed Amount Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Committed Amount Increase on Amount. Any such Committed Amount Increase Effective Date); (2) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Committed Amount Increase that does not increase its respective Commitment as a result of the Committed Amount Increase and whose relative percentage of in the Committed Amount shall be reduced after giving effect to such Committed Amount Increase; and (3) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Committed Amount Increase Effective Date (without regard not apply to the effect Commitment of any borrowings made on existing Lender unless such Committed Amount Increase Effective Date after giving effect to the Committed Amount Increase)Lender consents in writing thereto.

Increase in Committed Amount. (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent (not to be unreasonably withheld or delayed), to cause from time to time an increase in the Committed Amount (a “Committed Amount Increase”) by adding to this Credit Agreement one or more additional financial institutions that is not already a Lender hereunder and that is reasonably satisfactory to the Administrative Agent (each a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided, however that (i) no Event of Default shall have occurred which is continuing, (ii) no such Committed Amount Increase shall cause the Committed Amount to exceed $1,000,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (iv) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans. (b) Any Committed Amount Increase must be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Committed Amount Increase”) in the form of Exhibit 2.08 2.09 attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Committed Amount Increase shall specify (i) the proposed effective date of such Committed Amount Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Committed Amount Increase, (ii) the amount of the requested Committed Amount Increase (provided that after giving effect to such requested Committed Amount Increase, the Committed Amount does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Committed Amount Increase Effective Date (as defined below). The Administrative Agent shall review each Notice of Committed Amount Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Committed Amount Increase. If the Administrative Agent consents to such Committed Amount Increase, the Administrative Agent shall execute a counterpart to the Notice of Committed Amount Increase and such Committed Amount Increase shall be effective on the proposed effective date set forth in such notice (if the Administrative Agent consented to such Committed Amount Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Committed Amount Increase Effective Date”). (c) On each Committed Amount Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Credit Agreement on such Committed Amount Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 3.02(a), ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.08 2.09 and Exhibit 2.082.09, the following defined terms shall have the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the Committed Amount after giving effect to the Committed Amount Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Committed Amount Increase, if any, as of a Committed Amount Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Committed Amount Increase on such Committed Amount Increase Effective Date); (2) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Committed Amount Increase that does not increase its respective Commitment as a result of the Committed Amount Increase and whose relative percentage of the Committed Amount shall be reduced after giving effect to such Committed Amount Increase; and (3) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Committed Amount Increase Effective Date (without regard to the effect of any borrowings made on such Committed Amount Increase Effective Date after giving effect to the Committed Amount Increase).

Increase in Committed Amount. (a) Subject to the terms and conditions set forth herein, the The Borrower shall have the right, without upon at least ten (10) Business Days' prior written notice to the consent Agent, to request an increase of the Lenders but with the prior approval Revolving Committed Amount hereunder and of the Administrative Agent ("Revolving Committed Amount" under the Three-Year Credit Agreement to an aggregate amount of not more than $300,000,000 at any time on or after the Closing Date and prior to be unreasonably withheld or delayed)the Maturity Date, subject, however, in any such case, to cause from time to time an increase in satisfaction of the Committed Amount (a “Committed Amount Increase”) by adding to this Credit Agreement one or more additional financial institutions that is not already a Lender hereunder and that is reasonably satisfactory to the Administrative Agent (each a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided, however that following conditions precedent: (i) no Event of Default shall have occurred and be continuing on the date on which such Revolving Committed Amount increase is continuing, to become effective; (ii) no the representations and warranties set forth in Section 6 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Committed Amount Increase shall cause the Committed Amount increase is to exceed $1,000,000,000, become effective; (iii) no Lender’s Commitment on or before the date on which such increase is to become effective, the Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Agent to be increased without paid in connection with such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and increase; (iv) ifso long as the Commitments remain outstanding under this Credit Agreement and under the Three-Year Credit Agreement, the aggregate amount of such increase shall be allocated pro rata to the Revolving Committed Amount hereunder and to the "Revolving Committed Amount" under the Three-Year Credit Agreement, provided, however, in no case shall the Revolving Committed Amount hereunder exceed $60,000,000; (v) the aggregate amount of such increase hereunder and under the Three-Year Credit Agreement shall be in a minimum amount of $10,000,000; and (vi) such requested increase shall be effective on such date only to the extent that, on or before such date, the effective date of such increaseAgent shall have received and accepted from (x) one or more Lenders hereunder or (y) with respect any lender, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans. (b) Any Committed Amount Increase must be requested by written notice from the Borrower reasonably acceptable to the Administrative Agent (and the Borrower, that is not at such time a “Notice of Committed Amount Increase”) Lender hereunder, an agreement in the form of Exhibit 2.08 attached 3.4(b) hereto and shall be approved by (each such agreement a "New Commitment Agreement"), with respect to the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Committed Amount Increase shall specify (i) the proposed effective date Additional Revolving Commitment of such Committed Amount Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Committed Amount Increase, (ii) the amount of the requested Committed Amount Increase (provided that after giving effect to such requested Committed Amount Increase, the Committed Amount does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Committed Amount Increase Effective Date (as defined below). The Administrative Agent shall review each Notice of Committed Amount Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Committed Amount Increase. If the Administrative Agent consents to such Committed Amount Increase, the Administrative Agent shall execute a counterpart to the Notice of Committed Amount Increase and such Committed Amount Increase shall be effective on the proposed effective date set forth in such notice (if the Administrative Agent consented to such Committed Amount Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Committed Amount Increase Effective Date”)Lender. (c) On each Committed Amount Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Credit Agreement on such Committed Amount Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 3.02(a), ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.08 and Exhibit 2.08, the following defined terms shall have the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the Committed Amount after giving effect to the Committed Amount Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Committed Amount Increase, if any, as of a Committed Amount Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Committed Amount Increase on such Committed Amount Increase Effective Date); (2) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Committed Amount Increase that does not increase its respective Commitment as a result of the Committed Amount Increase and whose relative percentage of the Committed Amount shall be reduced after giving effect to such Committed Amount Increase; and (3) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Committed Amount Increase Effective Date (without regard to the effect of any borrowings made on such Committed Amount Increase Effective Date after giving effect to the Committed Amount Increase).

Increase in Committed Amount. (a) Subject to the terms and conditions set forth herein, the The Borrower shall have the right, without upon at least ten (10) Business Days' prior written notice to the consent Agent, to request an increase of the Lenders but with the prior approval Revolving Committed Amount hereunder and of the Administrative Agent ("Revolving Committed Amount" under the 364-Day Credit Agreement to an aggregate amount of not more than $300,000,000 at any time on or after the Closing Date and prior to be unreasonably withheld or delayed)the Maturity Date, subject, however, in any such case, to cause from time to time an increase in satisfaction of the Committed Amount (a “Committed Amount Increase”) by adding to this Credit Agreement one or more additional financial institutions that is not already a Lender hereunder and that is reasonably satisfactory to the Administrative Agent (each a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided, however that following conditions precedent: (i) no Event of Default shall have occurred and be continuing on the date on which such Revolving Committed Amount increase is continuing, to become effective; (ii) no the representations and warranties set forth in Section 6 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Committed Amount Increase shall cause the Committed Amount increase is to exceed $1,000,000,000, become effective; (iii) no Lender’s Commitment on or before the date on which such increase is to become effective, the Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Agent to be increased without paid in connection with such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and increase; (iv) ifso long as the Commitments remain outstanding under this Credit Agreement and under the 364-Day Credit Agreement, the aggregate amount of such increase shall be allocated pro rata to the Revolving Committed Amount hereunder and to the "Revolving Committed Amount" under the 364-Day Credit Agreement, provided, however, in no case shall the Revolving Committed Amount hereunder exceed $240,000,000; (v) the aggregate amount of such increase hereunder and under the 364-Day Credit Agreement shall be in a minimum amount of $10,000,000; and (vi) such requested increase shall be effective on such date only to the extent that, on or before such date, the effective date of such increaseAgent shall have received and accepted from (x) one or more Lenders hereunder or (y) with respect any lender, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans. (b) Any Committed Amount Increase must be requested by written notice from the Borrower reasonably acceptable to the Administrative Agent (and the Borrower, that is not at such time a “Notice of Committed Amount Increase”) Lender hereunder, an agreement in the form of Exhibit 2.08 attached 3.4(b) hereto and shall be approved by (each such agreement a "New Commitment Agreement"), with respect to the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Committed Amount Increase shall specify (i) the proposed effective date Additional Revolving Commitment of such Committed Amount Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Committed Amount Increase, (ii) the amount of the requested Committed Amount Increase (provided that after giving effect to such requested Committed Amount Increase, the Committed Amount does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Committed Amount Increase Effective Date (as defined below). The Administrative Agent shall review each Notice of Committed Amount Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Committed Amount Increase. If the Administrative Agent consents to such Committed Amount Increase, the Administrative Agent shall execute a counterpart to the Notice of Committed Amount Increase and such Committed Amount Increase shall be effective on the proposed effective date set forth in such notice (if the Administrative Agent consented to such Committed Amount Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Committed Amount Increase Effective Date”)Lender. (c) On each Committed Amount Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Credit Agreement on such Committed Amount Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 3.02(a), ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.08 and Exhibit 2.08, the following defined terms shall have the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the Committed Amount after giving effect to the Committed Amount Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Committed Amount Increase, if any, as of a Committed Amount Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Committed Amount Increase on such Committed Amount Increase Effective Date); (2) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Committed Amount Increase that does not increase its respective Commitment as a result of the Committed Amount Increase and whose relative percentage of the Committed Amount shall be reduced after giving effect to such Committed Amount Increase; and (3) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Committed Amount Increase Effective Date (without regard to the effect of any borrowings made on such Committed Amount Increase Effective Date after giving effect to the Committed Amount Increase).