Common use of Increase in the Maximum Commitment Clause in Contracts

Increase in the Maximum Commitment. (a) Administrative Agent shall, at the request of Borrowers from time to time, increase no more than six times, the Maximum Commitment to the amount requested by Borrowers by: (x) admitting additional lenders hereunder (each, a “Subsequent Lender”); or (y) increasing the Commitment of any Lender (each, an “Increasing Lender”); or both, subject to the following conditions and Section 2.17(b): (i) Borrowers shall have delivered to Administrative Agent the Facility Increase Request (and Administrative Agent shall promptly deliver copies of such notice to the Lenders); (ii) If requested pursuant to Section 3.01, Borrowers shall, as applicable, execute a new Note payable to each requesting Subsequent Lender and each requesting Increasing Lender; (iii) After giving effect to the increase in the Lender’s Commitment, the Maximum Commitment will not exceed $500,000,000; (iv) The increase in the aggregate amount of Lenders’ Commitments shall be in the minimum amount of $10,000,000 or such lesser remaining amount available pursuant to clause (iii) above; (v) No Default or Event of Default shall have occurred and be continuing or would result from such increase in the Lenders’ Commitments; (vi) As of the date of such increase, the representations and warranties contained in Section 7 shall be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct in all material respects as of such earlier date and except that for the purposes of this Section 2.17(a)(vi), the representations and warranties contained in Section 7.07 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01; (vii) (A) unless previously agreed in writing, each Increasing Lender shall have consented to such increase in writing; and (B) each Subsequent Lender shall have executed a Lender Joinder Agreement to this Credit Agreement in a form acceptable to Administrative Agent and the Borrowers; and (viii) Borrowers shall pay the applicable Facility Increase Fee. (b) Notwithstanding anything else in the foregoing: (i) no admission of any Subsequent Lender shall increase the Commitment of any existing Lender without such existing Lender’s consent; and (ii) no Lender shall become an Increasing Lender without such Lender’s consent.

Increase in the Maximum Commitment. (a) Administrative Agent shall, at the request of Borrowers from time to time, increase no more than six times, the Maximum Commitment to the amount requested by Borrowers by: (x) admitting additional lenders hereunder (each, a “Subsequent Lender”); or (y) increasing the Commitment of any Lender (each, an “Increasing Lender”); or both, subject to the following conditions and Section 2.17(b): (i) Borrowers shall have delivered to Administrative Agent the Facility Increase Request (and Administrative Agent shall promptly deliver copies of such notice to the Lenders); (ii) If requested pursuant to Section 3.01, Borrowers shall, as applicable, execute a new Note payable to each requesting Subsequent Lender and each requesting Increasing Lender; (iii) After giving effect to the increase in the Lender’s Commitment, the Maximum Commitment will not exceed $500,000,000; (iv) The increase in the aggregate amount of Lenders’ Commitments shall be in the minimum amount of $10,000,000 or such lesser remaining amount available pursuant to clause (iii) above; (v) No Default or Event of Default shall have occurred and be continuing or would result from such increase in the Lenders’ Commitments; (vi) As of the date of such increase, the representations and warranties contained in Section 7 shall be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct 60 0000-0000-0000 v.54890-8208-0090 v.3 in all material respects as of such earlier date and except that for the purposes of this Section 2.17(a)(vi), the representations and warranties contained in Section 7.07 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01; (vii) (A) unless previously agreed in writing, each Increasing Lender shall have consented to such increase in writing; and (B) each Subsequent Lender shall have executed a Lender Joinder Agreement to this Credit Agreement in a form acceptable to Administrative Agent and the Borrowers; and (viii) Borrowers shall pay the applicable Facility Increase Fee. (b) Notwithstanding anything else in the foregoing: (i) no admission of any Subsequent Lender shall increase the Commitment of any existing Lender without such existing Lender’s consent; and (ii) no Lender shall become an Increasing Lender without such Lender’s consent. (c) On any date the credit facility is increased pursuant to any Facility Increase Request (whether pursuant to a Subsequent Lender joining the credit facility or an Increasing Lender increasing its Commitment), the Administrative Agent will reallocate the outstanding Loans and participations in Letters of Credit hereunder (including any Loans made by any Subsequent Lender or Increasing Lender pursuant to this Section 2.17) such that, after giving effect thereto, the ratio of each Lender's (including each Subsequent Lender's and/or each Increasing Lender's) share of outstanding Loans and participations in Letters of Credit to its share of Commitments is the same as that of each other Lender. For the avoidance of doubt, such reallocation may require the reallocation of Loans from a Subsequent Lender or Increasing Lender. In connection with any such reallocation of the outstanding Loans, the (i) Administrative Agent will give advance notice sufficient to comply with the applicable timing period in Section 2.04 to each Lender which is required to fund any amount or receive any partial repayment in connection therewith and (ii) applicable Lender or Lenders will fund such amounts up to their respective shares of the Loans being reallocated and the Administrative Agent shall remit to any applicable Lenders its applicable portion of such funded amount if necessary to give effect to the reallocation of such Loans.

Increase in the Maximum Commitment. (a) Administrative Agent shall, at the request of Borrowers from time to time, increase no more than six times, the Maximum Commitment to the amount requested by Borrowers by: (x) admitting additional lenders hereunder (each, a “Subsequent Lender”); or (y) increasing the Commitment of any Lender (each, an “Increasing Lender”); or both, subject to the following conditions and Section 2.17(b): (i) Borrowers shall have delivered to Administrative Agent the Facility Increase Request (and Administrative Agent shall promptly deliver copies of such notice to the Lenders); (ii) If requested pursuant to Section 3.01, Borrowers shall, as applicable, execute a new Note payable to each requesting Subsequent Lender and each requesting Increasing Lender; (iii) After giving effect to the increase in the Lender’s Commitment, the Maximum Commitment will not exceed $500,000,000; (iv) The increase in the aggregate amount of Lenders’ Commitments shall be in the minimum amount of $10,000,000 or such lesser remaining amount available pursuant to clause (iii) above; (v) No Default or Event of Default shall have occurred and be continuing or would result from such increase in the Lenders’ Commitments; (vi) As of the date of such increase, the representations and warranties contained in Section 7 shall be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct in all material respects as of such earlier date and except that for the purposes of this Section 2.17(a)(vi), the representations and warranties contained in Section 7.07 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01; (vii) (A) unless previously agreed in writing, each Increasing Lender shall have consented to such increase in writing; and (B) each Subsequent Lender shall have executed a Lender Joinder Agreement to this Credit Agreement in a form acceptable to Administrative Agent and the Borrowers; and (viii) Borrowers shall pay the applicable Facility Increase Fee. (b) Notwithstanding anything else in the foregoing: (i) no admission of any Subsequent Lender shall increase the Commitment of any existing Lender without such existing Lender’s consent; and (ii) no Lender shall become an Increasing Lender without such Lender’s consent. (c) On any date the credit facility is increased pursuant to any Facility Increase Request (whether pursuant to a Subsequent Lender joining the credit facility or an Increasing Lender 66 increasing its Commitment), the Administrative Agent will reallocate the outstanding Loans and participations in Letters of Credit hereunder (including any Loans made by any Subsequent Lender or Increasing Lender pursuant to this Section 2.17) such that, after giving effect thereto, the ratio of each Lender's (including each Subsequent Lender's and/or each Increasing Lender's) share of outstanding Loans and participations in Letters of Credit to its share of Commitments is the same as that of each other Lender. For the avoidance of doubt, such reallocation may require the reallocation of Loans from a Subsequent Lender or Increasing Lender. In connection with any such reallocation of the outstanding Loans, the (i) Administrative Agent will give advance notice sufficient to comply with the applicable timing period in Section 2.04 to each Lender which is required to fund any amount or receive any partial repayment in connection therewith and (ii) applicable Lender or Lenders will fund such amounts up to their respective shares of the Loans being reallocated and the Administrative Agent shall remit to any applicable Lenders its applicable portion of such funded amount if necessary to give effect to the reallocation of such Loans.

Increase in the Maximum Commitment. (a) Administrative Agent shall, at the request of Borrowers from time to time, increase no more than six times, the Maximum Commitment to the amount requested by Borrowers by: (x) admitting additional lenders hereunder (each, a “Subsequent Lender”); or (y) increasing the Commitment of any Lender (each, an “Increasing Lender”); or both, subject to the following conditions and Section 2.17(b): (i) Borrowers shall have delivered to Administrative Agent the Facility Increase Request (and Administrative Agent shall promptly deliver copies of such notice to the Lenders); (ii) If requested pursuant to Section 3.01, Borrowers shall, as applicable, execute a new Note payable to each requesting Subsequent Lender and each requesting Increasing Lender; (iii) After giving effect to the increase in the Lender’s Commitment, the Maximum Commitment will not exceed $500,000,000; (iv) The increase in the aggregate amount of Lenders’ Commitments shall be in the minimum amount of $10,000,000 or such lesser remaining amount available pursuant to clause (iii) above; (v) No Default or Event of Default shall have occurred and be continuing or would result from such increase in the Lenders’ Commitments; (vi) As of the date of such increase, the representations and warranties contained in Section 7 shall be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct in all material respects as of such earlier date and except that for the purposes of this Section 2.17(a)(vi), the representations and warranties contained in Section 7.07 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01; (vii) (A) unless previously agreed in writing, each Increasing Lender shall have consented to such increase in writing; and (B) each Subsequent Lender shall have executed a Lender Joinder Agreement to this Credit Agreement in a form acceptable to Administrative Agent and the Borrowers; and (viii) Borrowers shall pay the applicable Facility Increase Fee. (b) Notwithstanding anything else in the foregoing: (i) no admission of any Subsequent Lender shall increase the Commitment of any existing Lender without such existing Lender’s consent; and (ii) no Lender shall become an Increasing Lender without such Lender’s consent. (c) On any date the credit facility is increased pursuant to any Facility Increase Request (whether pursuant to a Subsequent Lender joining the credit facility or an Increasing Lender 4839-3568-8659 v.44820-4713-6753 v.6 increasing its Commitment), the Administrative Agent will reallocate the outstanding Loans and participations in Letters of Credit hereunder (including any Loans made by any Subsequent Lender or Increasing Lender pursuant to this Section 2.17) such that, after giving effect thereto, the ratio of each Lender's (including each Subsequent Lender's and/or each Increasing Lender's) share of outstanding Loans and participations in Letters of Credit to its share of Commitments is the same as that of each other Lender. For the avoidance of doubt, such reallocation may require the reallocation of Loans from a Subsequent Lender or Increasing Lender. In connection with any such reallocation of the outstanding Loans, the (i) Administrative Agent will give advance notice sufficient to comply with the applicable timing period in Section 2.04 to each Lender which is required to fund any amount or receive any partial repayment in connection therewith and (ii) applicable Lender or Lenders will fund such amounts up to their respective shares of the Loans being reallocated and the Administrative Agent shall remit to any applicable Lenders its applicable portion of such funded amount if necessary to give effect to the reallocation of such Loans.