Common use of Increase in Revolving Committed Amount Clause in Contracts

Increase in Revolving Committed Amount. (i) The Borrower shall have the right, upon at least ten (10) Business Days' prior written notice to the Administrative Agent (and the Administrative Agent shall disseminate notice to the Lenders), to request an increase of the Revolving Committed Amount hereunder to an aggregate amount of not more than $125,000,000 at any time on or after the Closing Date and prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (A) no Default or Event of Default shall have occurred and be continuing on the date on which such Revolving Committed Amount increase is to become effective; (B) 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 increase is to become effective; (C) on or before the date on which such increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (D) such requested increase shall be effective on such date only to the extent that, on or before such date, the Administrative Agent shall have received and accepted from (x) one or more Lenders hereunder or (y) with respect any lender, reasonably acceptable to the Administrative Agent and the Borrower, that is not at such time a Lender hereunder, an agreement in the form of Exhibit J hereto (each such agreement a "New Commitment Agreement"), with respect to the Additional Revolving Commitment of such Lender. (ii) Upon the effectiveness of the increase in the Revolving Committed Amount pursuant to subsection (i), the Commitment Percentage of each Lender shall be automatically adjusted to give effect to such increase, provided, that with respect to each Lender (other than a Lender whose Revolving Commitment shall have been increased in connection with such increase in the Revolving Committed Amount), (i) the product of the Pro Rata Share of each Lender multiplied by the Revolving Committed Amount for each Lender prior to giving effect to such adjustment, shall be equal to (ii) the product of the Pro Rata Share of each Lender multiplied by the Revolving Committed Amount for each such Lender, after giving effect to such adjustment. (iii) If and when any adjustment is made to the Pro Rata Share of any Lender pursuant to subsection (ii) at any time when any Revolving Loans are outstanding, the Borrower, the Administrative Agent and the Lenders will use all commercially reasonable efforts to assign and assume outstanding Revolving Loans to conform the respective amounts thereof held by each Lender to the respective Pro Rata Share as so adjusted, it being understood that the parties hereto shall use commercially reasonable efforts to avoid prepayment or assignment of any Revolving Loan that is a Eurodollar Loan on a day other than the last day of the Interest Period applicable thereto.

Increase in Revolving Committed Amount. (i) The Borrower shall have the rightProvided there exists no Default or Event of Default, upon at least ten (10) Business Days' prior written notice from the Borrower to the Administrative Agent (and the Administrative Agent which shall disseminate notice to promptly notify the Lenders), the Borrower may from time to time, request an increase in the Revolving Committed Amount in an aggregate amount for all such increases not to exceed $1,000,000,000; provided, however, that the maximum amount of the Revolving Committed Amount hereunder after giving effect to an any such increase shall not exceed $3,250,000,000. The aggregate amount of not more than any individual increase hereunder shall be in a minimum amount of $125,000,000 at any time on or after 20,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the Closing Date and prior full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to the Maturity Date, subjectbecome Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 3.4(b) unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 3.4(b) shall, in connection therewith, deliver to the Administrative Agent a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto. (ii) If the Revolving Committed Amount is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.1(a) hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any such casedeliveries pursuant to subsection (i) above, the Borrower shall deliver to satisfaction the Administrative Agent each of the following conditions precedent: in form and substance satisfactory to the Administrative Agent: (A) a certificate of the Borrower dated as of the Increase Effective Date signed by a Financial Officer of the Borrower (1) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (2) certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Credit Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 3.4(b), the representations and warranties contained in Section 5.1 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, (y) no Default or Event of Default shall have occurred exists and be continuing on (z) the date on which such Revolving Committed Amount increase Borrower is to become effective; in compliance with the financial covenants in Sections 6.10 and 6.11; (B) a statement of reaffirmation from the representations and warranties set forth in Section 6 of Borrower pursuant to which the Borrower ratifies this Credit Agreement shall be true and correct in all material respects on and as of the date on which such increase is to become effective; (C) on or before the date on which such increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (D) such requested increase shall be effective on such date only to the extent other Credit Documents and acknowledges and reaffirms that, on or before such date, the Administrative Agent shall have received and accepted from (x) one or more Lenders hereunder or (y) with respect any lender, reasonably acceptable to the Administrative Agent and the Borrower, that is not at such time a Lender hereunder, an agreement in the form of Exhibit J hereto (each such agreement a "New Commitment Agreement"), with respect to the Additional Revolving Commitment of such Lender. (ii) Upon the effectiveness of the increase in the Revolving Committed Amount pursuant to subsection (i), the Commitment Percentage of each Lender shall be automatically adjusted to give effect to such increase, provided, that with respect to each Lender (other than a Lender whose Revolving Commitment shall have been increased in connection with such increase in the Revolving Committed Amount), (i) the product of the Pro Rata Share of each Lender multiplied by the Revolving Committed Amount for each Lender prior to giving effect to such adjustment, shall be equal to (ii) the product of the Pro Rata Share of each Lender multiplied by the Revolving Committed Amount for each such Lender, after giving effect to such adjustmentincrease, it is bound by all terms of this Credit Agreement and the other Credit Documents; (C) if the increase is being provided by an existing Lender, and such Lender is then in possession of a Revolving Note, a revised Revolving Note in favor of such Lender reflecting such Lender’s Commitment after giving effect to such increase; (D) if the increase is being provided by a new Lender, a Revolving Note in favor of such Lender if so requested by such Lender; and (E) payment of any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.11) to the extent necessary to keep the outstanding Loans ratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments under this Section. (iii) If and when This Section shall supersede any adjustment is made provisions in Sections 3.12, 3.14 or 10.6 to the Pro Rata Share of any Lender pursuant to subsection (ii) at any time when any Revolving Loans are outstanding, the Borrower, the Administrative Agent and the Lenders will use all commercially reasonable efforts to assign and assume outstanding Revolving Loans to conform the respective amounts thereof held by each Lender to the respective Pro Rata Share as so adjusted, it being understood that the parties hereto shall use commercially reasonable efforts to avoid prepayment or assignment of any Revolving Loan that is a Eurodollar Loan on a day other than the last day of the Interest Period applicable theretocontrary.

Increase in Revolving Committed Amount. (i) The Borrower shall have the rightProvided there exists no Default or Event of Default, upon at least ten (10) Business Days' prior written notice from the Borrower to the Administrative Agent (and the Administrative Agent which shall disseminate notice to promptly notify the Lenders), the Borrower may from time to time, request an increase of the Revolving Committed Amount hereunder to an aggregate amount of not more than $125,000,000 at any time on or after the Closing Date and prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (A) no Default or Event of Default shall have occurred and be continuing on the date on which such Revolving Committed Amount increase is to become effective; (B) 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 increase is to become effective; (C) on or before the date on which such increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (D) such requested increase shall be effective on such date only to the extent that, on or before such date, the Administrative Agent shall have received and accepted from (x) one or more Lenders hereunder or (y) with respect any lender, reasonably acceptable to the Administrative Agent and the Borrower, that is not at such time a Lender hereunder, an agreement in the form of Exhibit J hereto (each such agreement a "New Commitment Agreement"), with respect to the Additional Revolving Commitment of such Lender. (ii) Upon the effectiveness of the increase in the Revolving Committed Amount in an aggregate amount for all such increases not to exceed $300,000,000; provided, however, that the maximum amount of the Revolving Committed Amount after giving effect to any such increase shall not exceed $1,050,000,000. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $20,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 3.4(g) unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 3.4(g) shall, in connection therewith, deliver to the Administrative Agent a New Commitment Agreement substantially in the form of Schedule 3.4(g) hereto. (ii) If the Revolving Committed Amount is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.1(a) hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (i)) above, the Commitment Percentage Borrower shall deliver to the Administrative Agent each of each Lender shall be automatically adjusted the following in form and substance reasonably satisfactory to give the Administrative Agent: (A) a certificate of the Borrower dated as of the Increase Effective Date signed by a Financial Officer of the Borrower (1) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (2) certifying that, before and after giving effect to such increase, provided(x) the representations and warranties contained in Article IV and the other Credit Documents are true and correct on and as of the Increase Effective Date, except to the extent that with respect such representations and warranties specifically refer to each Lender (other than a Lender whose Revolving Commitment shall have been increased an earlier date, in connection with which case they are true and correct as of such increase in the Revolving Committed Amountearlier date, and except that for purposes of this Section 3.4(g), the representations and warranties contained in Section 5.1 shall be deemed to refer to the most recent statements furnished pursuant to subsections (ia) and (b), respectively, of Section 6.1, (y) no Default exists and (z) the product Borrower is in compliance with the financial covenants in Sections 6.10 and 6.11; (B) a statement of reaffirmation from the Pro Rata Share of each Lender multiplied by Borrower pursuant to which the Revolving Committed Amount for each Lender prior to giving effect to such adjustment, shall be equal to (ii) Borrower ratifies this Credit Agreement and the product of the Pro Rata Share of each Lender multiplied by the Revolving Committed Amount for each such Lenderother Credit Documents and acknowledges and reaffirms that, after giving effect to such adjustmentincrease, it is bound by all terms of this Credit Agreement and the other Credit Documents; (C) if the increase is being provided by an existing Lender, and such Lender is then in possession of a Revolving Note, a revised Revolving Note in favor of such Lender reflecting such Lender’s Commitment after giving effect to such increase; (D) if the increase is being provided by a new Lender, a Revolving Note in favor of such Lender if so requested by such Lender; and (E) payment of any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.11) to the extent necessary to keep the outstanding Loans ratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments under this Section. (iii) If and when This Section shall supersede any adjustment is made provisions in Sections 3.12, 3.14 or 10.6 to the Pro Rata Share of any Lender pursuant to subsection (ii) at any time when any Revolving Loans are outstanding, the Borrower, the Administrative Agent and the Lenders will use all commercially reasonable efforts to assign and assume outstanding Revolving Loans to conform the respective amounts thereof held by each Lender to the respective Pro Rata Share as so adjusted, it being understood that the parties hereto shall use commercially reasonable efforts to avoid prepayment or assignment of any Revolving Loan that is a Eurodollar Loan on a day other than the last day of the Interest Period applicable theretocontrary.

Increase in Revolving Committed Amount. (i) The Borrower shall have the rightProvided there exists no Default or Event of Default, upon at least ten (10) Business Days' prior written notice from the Borrower to the Administrative Agent (and the Administrative Agent which shall disseminate notice to promptly notify the Lenders), the Borrower may from time to time, request an increase of the Revolving Committed Amount hereunder to an aggregate amount of not more than $125,000,000 at any time on or after the Closing Date and prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (A) no Default or Event of Default shall have occurred and be continuing on the date on which such Revolving Committed Amount increase is to become effective; (B) 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 increase is to become effective; (C) on or before the date on which such increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (D) such requested increase shall be effective on such date only to the extent that, on or before such date, the Administrative Agent shall have received and accepted from (x) one or more Lenders hereunder or (y) with respect any lender, reasonably acceptable to the Administrative Agent and the Borrower, that is not at such time a Lender hereunder, an agreement in the form of Exhibit J hereto (each such agreement a "New Commitment Agreement"), with respect to the Additional Revolving Commitment of such Lender. (ii) Upon the effectiveness of the increase in the Revolving Committed Amount in an aggregate amount for all such increases not to exceed $400,000,000; provided, however, that the maximum amount of the Revolving Committed Amount after giving effect to any such increase shall not exceed $2,000,000,000. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $20,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 3.4(b) unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 3.4(b) shall, in connection therewith, deliver to the Administrative Agent a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto. (ii) If the Revolving Committed Amount is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.1(a) hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (i)) above, the Commitment Percentage Borrower shall deliver to the Administrative Agent each of each Lender shall be automatically adjusted the following in form and substance satisfactory to give the Administrative Agent: (A) a certificate of the Borrower dated as of the Increase Effective Date signed by a Financial Officer of the Borrower (1) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (2) certifying that, before and after giving effect to such increase, provided(x) the representations and warranties contained in Section 5 and the other Credit Documents are true and correct on and as of the Increase Effective Date, except to the extent that with respect such representations and warranties specifically refer to each Lender (other than a Lender whose Revolving Commitment shall have been increased an earlier date, in connection with which case they are true and correct as of such increase in the Revolving Committed Amountearlier date, and except that for purposes of this Section 3.4(b), the representations and warranties contained in Section 5.1 shall be deemed to refer to the most recent statements furnished pursuant to subsections (ia) and (b), respectively, of Section 6.1, (y) no Default exists and (z) the product Borrower is in compliance with the financial covenants in Sections 6.10 and 6.11; (B) a statement of reaffirmation from the Pro Rata Share of each Lender multiplied by Borrower pursuant to which the Revolving Committed Amount for each Lender prior to giving effect to such adjustment, shall be equal to (ii) Borrower ratifies this Credit Agreement and the product of the Pro Rata Share of each Lender multiplied by the Revolving Committed Amount for each such Lenderother Credit Documents and acknowledges and reaffirms that, after giving effect to such adjustmentincrease, it is bound by all terms of this Credit Agreement and the other Credit Documents; (C) if the increase is being provided by an existing Lender, and such Lender is then in possession of a Revolving Note, a revised Revolving Note in favor of such Lender reflecting such Lender’s Commitment after giving effect to such increase; (D) if the increase is being provided by a new Lender, a Revolving Note in favor of such Lender if so requested by such Lender; and (E) payment of any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.11) to the extent necessary to keep the outstanding Loans ratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments under this Section. (iii) If and when This Section shall supersede any adjustment is made provisions in Sections 3.12, 3.14 or 10.6 to the Pro Rata Share of any Lender pursuant to subsection (ii) at any time when any Revolving Loans are outstanding, the Borrower, the Administrative Agent and the Lenders will use all commercially reasonable efforts to assign and assume outstanding Revolving Loans to conform the respective amounts thereof held by each Lender to the respective Pro Rata Share as so adjusted, it being understood that the parties hereto shall use commercially reasonable efforts to avoid prepayment or assignment of any Revolving Loan that is a Eurodollar Loan on a day other than the last day of the Interest Period applicable theretocontrary.

Increase in Revolving Committed Amount. (i) The Borrower shall have the rightProvided there exists no Default or Event of Default, upon at least ten (10) Business Days' prior written notice from the Borrower to the Administrative Agent (and the Administrative Agent which shall disseminate notice to promptly notify the Lenders), the Borrower may from time to time, request an increase of the Revolving Committed Amount hereunder to an aggregate amount of not more than $125,000,000 at any time on or after the Closing Date and prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (A) no Default or Event of Default shall have occurred and be continuing on the date on which such Revolving Committed Amount increase is to become effective; (B) 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 increase is to become effective; (C) on or before the date on which such increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (D) such requested increase shall be effective on such date only to the extent that, on or before such date, the Administrative Agent shall have received and accepted from (x) one or more Lenders hereunder or (y) with respect any lender, reasonably acceptable to the Administrative Agent and the Borrower, that is not at such time a Lender hereunder, an agreement in the form of Exhibit J hereto (each such agreement a "New Commitment Agreement"), with respect to the Additional Revolving Commitment of such Lender. (ii) Upon the effectiveness of the increase in the Revolving Committed Amount in an aggregate amount for all such increases not to exceed $250,000,000; provided, however, that the maximum amount of the Revolving Committed Amount after giving effect to any such increase shall not exceed $1,250,000,000. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 3.4(b) unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 3.4(b) shall, in connection therewith, deliver to the Administrative Agent a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto. (ii) If the Revolving Committed Amount is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.1(a) hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (i)) above, the Commitment Percentage Borrower shall deliver to the Administrative Agent each of each Lender shall be automatically adjusted the following in form and substance satisfactory to give the Administrative Agent: (A) a certificate of the Borrower dated as of the Increase Effective Date signed by a Financial Officer of the Borrower (1) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (2) certifying that, before and after giving effect to such increase, provided(x) the representations and warranties contained in Section 5 and the other Credit Documents are true and correct on and as of the Increase Effective Date, except to the extent that with respect such representations and warranties specifically refer to each Lender (other than a Lender whose Revolving Commitment shall have been increased an earlier date, in connection with which case they are true and correct as of such increase in the Revolving Committed Amountearlier date, and except that for purposes of this Section 3.4(b), the representations and warranties contained in Section 5.1 shall be deemed to refer to the most recent statements furnished pursuant to subsections (ia) and (b), respectively, of Section 6.1, (y) no Default exists and (z) the product Borrower is in compliance with the financial covenants in Sections 6.10 and 6.11; (B) a statement of reaffirmation from the Pro Rata Share of each Lender multiplied by Borrower pursuant to which the Revolving Committed Amount for each Lender prior to giving effect to such adjustment, shall be equal to (ii) Borrower ratifies this Credit Agreement and the product of the Pro Rata Share of each Lender multiplied by the Revolving Committed Amount for each such Lenderother Credit Documents and acknowledges and reaffirms that, after giving effect to such adjustmentincrease, it is bound by all terms of this Credit Agreement and the other Credit Documents; (C) if the increase is being provided by an existing Lender, and such Lender is then in possession of a Revolving Note, a revised Revolving Note in favor of such Lender reflecting such Lender’s Commitment after giving effect to such increase; (D) if the increase is being provided by a new Lender, a Revolving Note in favor of such Lender if so requested by such Lender; and (E) payment of any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.11) to the extent necessary to keep the outstanding Loans ratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments under this Section. (iii) If and when This Section shall supersede any adjustment is made provisions in Sections 3.12, 3.14 or 10.6 to the Pro Rata Share of any Lender pursuant to subsection (ii) at any time when any Revolving Loans are outstanding, the Borrower, the Administrative Agent and the Lenders will use all commercially reasonable efforts to assign and assume outstanding Revolving Loans to conform the respective amounts thereof held by each Lender to the respective Pro Rata Share as so adjusted, it being understood that the parties hereto shall use commercially reasonable efforts to avoid prepayment or assignment of any Revolving Loan that is a Eurodollar Loan on a day other than the last day of the Interest Period applicable theretocontrary.

Increase in Revolving Committed Amount. (i) The Borrower shall have the rightProvided there exists no Default or Event of Default, upon at least ten (10) Business Days' prior written notice from the Borrower to the Administrative Agent (and the Administrative Agent which shall disseminate notice to promptly notify the Lenders), the Borrower may from time to time, request an increase of the Revolving Committed Amount hereunder to an aggregate amount of not more than $125,000,000 at any time on or after the Closing Date and prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (A) no Default or Event of Default shall have occurred and be continuing on the date on which such Revolving Committed Amount increase is to become effective; (B) 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 increase is to become effective; (C) on or before the date on which such increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (D) such requested increase shall be effective on such date only to the extent that, on or before such date, the Administrative Agent shall have received and accepted from (x) one or more Lenders hereunder or (y) with respect any lender, reasonably acceptable to the Administrative Agent and the Borrower, that is not at such time a Lender hereunder, an agreement in the form of Exhibit J hereto (each such agreement a "New Commitment Agreement"), with respect to the Additional Revolving Commitment of such Lender. (ii) Upon the effectiveness of the increase in the Revolving Committed Amount in an aggregate amount for all such increases not to exceed $200,000,000; provided, however, that the maximum amount of the Revolving Committed Amount after giving effect to any such increase shall not exceed $1,000,000,000. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 3.4(b) unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 3.4(b) shall, in connection therewith, deliver to the Administrative Agent a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto. (ii) If the Revolving Committed Amount is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.1(a) hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (i)) above, the Commitment Percentage Borrower shall deliver to the Administrative Agent each of each Lender shall be automatically adjusted the following in form and substance satisfactory to give the Administrative Agent: (A) a certificate of the Borrower dated as of the Increase Effective Date signed by a Financial Officer of the Borrower (1) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (2) certifying that, before and after giving effect to such increase, provided(x) the representations and warranties contained in Section 5 and the other Credit Documents are true and correct on and as of the Increase Effective Date, except to the extent that with respect such representations and warranties specifically refer to each Lender (other than a Lender whose Revolving Commitment shall have been increased an earlier date, in connection with which case they are true and correct as of such increase in the Revolving Committed Amountearlier date, and except that for purposes of this Section 3.4(b), the representations and warranties contained in Section 5.1 shall be deemed to refer to the most recent statements furnished pursuant to subsections (ia) and (b), respectively, of Section 6.1, (y) no Default exists and (z) the product Borrower is in compliance with the financial covenants in Sections 6.10 and 6.11; (B) a statement of reaffirmation from the Pro Rata Share of each Lender multiplied by Borrower pursuant to which the Revolving Committed Amount for each Lender prior to giving effect to such adjustment, shall be equal to (ii) Borrower ratifies this Agreement and the product of the Pro Rata Share of each Lender multiplied by the Revolving Committed Amount for each such Lenderother Credit Documents and acknowledges and reaffirms that, after giving effect to such adjustmentincrease, it is bound by all terms of this Agreement and the other Credit Documents; (C) if the increase is being provided by an existing Lender, and such Lender is then in possession of a Revolving Note, a revised Revolving Note in favor of such Lender reflecting such Lender’s Commitment after giving effect to such increase; (D) if the increase is being provided by a new Lender, a Revolving Note in favor of such Lender if so requested by such Lender; and (E) payment of any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.11) to the extent necessary to keep the outstanding Loans ratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments under this Section. (iii) If and when This Section shall supersede any adjustment is made provisions in Sections 3.12, 3.14 or 10.6 to the Pro Rata Share of any Lender pursuant to subsection (ii) at any time when any Revolving Loans are outstanding, the Borrower, the Administrative Agent and the Lenders will use all commercially reasonable efforts to assign and assume outstanding Revolving Loans to conform the respective amounts thereof held by each Lender to the respective Pro Rata Share as so adjusted, it being understood that the parties hereto shall use commercially reasonable efforts to avoid prepayment or assignment of any Revolving Loan that is a Eurodollar Loan on a day other than the last day of the Interest Period applicable theretocontrary.

Increase in Revolving Committed Amount. (i) The Borrower shall have the rightProvided there exists no Default or Event of Default, upon at least ten (10) Business Days' prior written notice from the Borrower to the Administrative Agent (and the Administrative Agent which shall disseminate notice to promptly notify the Lenders), the Borrower may from time to time, request an increase of the Revolving Committed Amount hereunder to an aggregate amount of not more than $125,000,000 at any time on or after the Closing Date and prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (A) no Default or Event of Default shall have occurred and be continuing on the date on which such Revolving Committed Amount increase is to become effective; (B) 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 increase is to become effective; (C) on or before the date on which such increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (D) such requested increase shall be effective on such date only to the extent that, on or before such date, the Administrative Agent shall have received and accepted from (x) one or more Lenders hereunder or (y) with respect any lender, reasonably acceptable to the Administrative Agent and the Borrower, that is not at such time a Lender hereunder, an agreement in the form of Exhibit J hereto (each such agreement a "New Commitment Agreement"), with respect to the Additional Revolving Commitment of such Lender. (ii) Upon the effectiveness of the increase in the Revolving Committed Amount in an aggregate amount for all such increases not to exceed $250,000,000; provided, however, that the maximum amount of the Revolving Committed Amount after giving effect to any such increase shall not exceed $1,500,000,000. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $20,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 3.4(b) unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 3.4(b) shall, in connection therewith, deliver to the Administrative Agent a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto. (ii) If the Revolving Committed Amount is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.1(a) hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (i)) above, the Commitment Percentage Borrower shall deliver to the Administrative Agent each of each Lender shall be automatically adjusted the following in form and substance satisfactory to give the Administrative Agent: (A) a certificate of the Borrower dated as of the Increase Effective Date signed by a Financial Officer of the Borrower (1) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (2) certifying that, before and after giving effect to such increase, provided(x) the representations and warranties contained in Section 5 and the other Credit Documents are true and correct on and as of the Increase Effective Date, except to the extent that with respect such representations and warranties specifically refer to each Lender (other than a Lender whose Revolving Commitment shall have been increased an earlier date, in connection with which case they are true and correct as of such increase in the Revolving Committed Amountearlier date, and except that for purposes of this Section 3.4(b), the representations and warranties contained in Section 5.1 shall be deemed to refer to the most recent statements furnished pursuant to subsections (ia) and (b), respectively, of Section 6.1, (y) no Default exists and (z) the product Borrower is in compliance with the financial covenants in Sections 6.10 and 6.11; (B) a statement of reaffirmation from the Pro Rata Share of each Lender multiplied by Borrower pursuant to which the Revolving Committed Amount for each Lender prior to giving effect to such adjustment, shall be equal to (ii) Borrower ratifies this Credit Agreement and the product of the Pro Rata Share of each Lender multiplied by the Revolving Committed Amount for each such Lenderother Credit Documents and acknowledges and reaffirms that, after giving effect to such adjustmentincrease, it is bound by all terms of this Credit Agreement and the other Credit Documents; (C) if the increase is being provided by an existing Lender, and such Lender is then in possession of a Revolving Note, a revised Revolving Note in favor of such Lender reflecting such Lender’s Commitment after giving effect to such increase; (D) if the increase is being provided by a new Lender, a Revolving Note in favor of such Lender if so requested by such Lender; and (E) payment of any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.11) to the extent necessary to keep the outstanding Loans ratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments under this Section. (iii) If and when This Section shall supersede any adjustment is made provisions in Sections 3.12, 3.14 or 10.6 to the Pro Rata Share of any Lender pursuant to subsection (ii) at any time when any Revolving Loans are outstanding, the Borrower, the Administrative Agent and the Lenders will use all commercially reasonable efforts to assign and assume outstanding Revolving Loans to conform the respective amounts thereof held by each Lender to the respective Pro Rata Share as so adjusted, it being understood that the parties hereto shall use commercially reasonable efforts to avoid prepayment or assignment of any Revolving Loan that is a Eurodollar Loan on a day other than the last day of the Interest Period applicable theretocontrary.

Increase in Revolving Committed Amount. (i) The Borrower shall have the right, upon at least ten (10) Business Days' prior written notice right to the Administrative Agent (and the Administrative Agent shall disseminate notice to the Lenders), to request an increase of cause the Revolving Committed Amount hereunder to be increased to an aggregate amount of not more than $125,000,000 at any time on in one or after the Closing Date and more separate increases prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (Ai) no Default or Event of Default shall have occurred and be continuing on the date on which such Revolving Committed Amount increase is to become effective; (Bii) 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 increase is to become effectiveeffective (except for those which expressly relate to an earlier date); (Ciii) on or before the date on which such increase is to become effective, the Administrative Agent shall have received, received (A) for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increaseincrease and (B) for the account of each Person providing an Additional Revolving Commitment, a commitment fee on the amount of such Additional Revolving Commitment in an amount to be determined at such time; (Div) the aggregate amount of such increase hereunder shall be in a minimum amount of $1,000,000; (v) such requested increase shall be effective on such date only to the extent that, on or before such date, the Administrative Agent shall have received and accepted from (xA) one or more Lenders hereunder or (yB) with respect to any lender, reasonably acceptable to the Administrative Agent and the Borrower, that is not at such time a Lender hereunder, an agreement in the form of Exhibit J 3.4(b) hereto (each such agreement a "New Commitment Agreement"), with respect to the Additional Revolving Commitment of such Person; and (vi) upon the execution of any New Commitment Agreement, the Borrower shall deliver an appropriate new Revolving Note to such Person making an Additional Revolving Commitment, which, in the case of an existing Lender holding a Revolving Commitment, shall replace the Revolving Note previously issued to such Lender. (ii) Upon the effectiveness of the increase in the Revolving Committed Amount pursuant to subsection (i), the Commitment Percentage of each Lender shall be automatically adjusted to give effect to such increase, provided, that with respect to each Lender (other than a Lender whose Revolving Commitment shall have been increased in connection with such increase in the Revolving Committed Amount), (i) the product of the Pro Rata Share of each Lender multiplied by the Revolving Committed Amount for each Lender prior to giving effect to such adjustment, shall be equal to (ii) the product of the Pro Rata Share of each Lender multiplied by the Revolving Committed Amount for each such Lender, after giving effect to such adjustment. (iii) If and when any adjustment is made to the Pro Rata Share of any Lender pursuant to subsection (ii) at any time when any Revolving Loans are outstanding, the Borrower, the Administrative Agent and the Lenders will use all commercially reasonable efforts to assign and assume outstanding Revolving Loans to conform the respective amounts thereof held by each Lender to the respective Pro Rata Share as so adjusted, it being understood that the parties hereto shall use commercially reasonable efforts to avoid prepayment or assignment of any Revolving Loan that is a Eurodollar Loan on a day other than the last day of the Interest Period applicable thereto.