Common use of Increase in Total Revolving Credit Commitment Clause in Contracts

Increase in Total Revolving Credit Commitment. The Parent may, at its option, on one or more occasions, seek to increase the Total Revolving Credit Commitment by up to $500,000,000 in the aggregate for all such occasions (i.e., the maximum Total Revolving Credit Commitment is $3,000,000,000) upon at least three (3) Business Days’ prior notice to the Administrative Agent, which notice shall specify the amount of any such requested increase and shall state that, and be delivered at a time when, no Event of Default or Potential Event of Default has occurred and is continuing or exists. The Parent may, after giving such notice, offer the increase in the Total Revolving Credit Commitment to any of the existing Lenders and/or to other banks, financial institutions or other entities on a non-pro rata basis in such amounts as determined by the Parent; provided, however, all amounts, Lenders and/or other banks, financial institutions or other entities shall be approved by the Administrative Agent, the Swingline Lenders and the Issuers (such approval not to be unreasonably withheld or delayed). The Parent may elect to accept on any such occasion an increase in the Total Revolving Credit Commitment in an amount up to the aggregate increased commitments offered to the Parent. No increase in the Total Revolving Credit Commitment shall become effective until the existing or new Lender extending such incremental commitment amount and the Parent shall have executed and delivered to the Administrative Agent an agreement in writing in substantially the form of Exhibit H attached hereto pursuant to which such Lender states its Revolving Credit Committed Amount and agrees to assume and accept the obligations and rights of a Lender hereunder. No Lender shall have any obligation to increase its Commitment hereunder. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Revolving Credit Committed Amount, of an interest in all then outstanding Revolving Credit Loans and a participation interest in all then outstanding Letters of Credit and LC Disbursements such that, after giving effect thereto, all Revolving Credit Exposure is held ratably by the Lenders in proportion to their respective Revolving Credit Committed Amounts. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and Commitment Fees. The Parent shall make any payments under Section 4.08(c) resulting from such assignments. Any such increase in the Total Revolving Credit Commitment shall be in a minimum amount of $10,000,000 or a higher integral multiple of $5,000,000 and shall be subject to receipt by the Administrative Agent from the Parent of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.

Increase in Total Revolving Credit Commitment. The Parent may, at its option, on one or more occasions, seek to increase the Total Revolving Credit Commitment by up to $500,000,000 in the aggregate for all such occasions (i.e., the maximum Total Revolving Credit Commitment is $3,000,000,0002,500,000,000) upon at least three (3) Business Days’ prior notice to the Administrative Agent, which notice shall specify the amount of any such requested increase and shall state that, and be delivered at a time when, no Event of Default or Potential Event of Default has occurred and is continuing or exists. The Parent may, after giving such notice, offer the increase in the Total Revolving Credit Commitment to any of the existing Lenders approved by the Issuers and/or to other banks, financial institutions or other entities reasonably acceptable to the Administrative Agent and the Issuers on a nonnon pro-pro rata basis in such amounts as determined by the Parent; provided, however, all amounts, Lenders and/or other banks, financial institutions or other entities shall be approved Parent and reasonably agreed to by the Administrative Agent, the Swingline Lenders and the Issuers (such approval not to be unreasonably withheld or delayed). The Parent may elect to accept on any such occasion an increase in the Total Revolving Credit Commitment in an amount up to the aggregate increased commitments offered to the Parent. No increase in the Total Revolving Credit Commitment shall become effective until the existing or new Lender extending such incremental commitment amount and the Parent shall have executed and delivered to the Administrative Agent an agreement in writing in substantially the form of Exhibit H attached hereto pursuant to which such Lender states its Revolving Credit Committed Amount and agrees to assume and accept the obligations and rights of a Lender hereunder. No Lender shall have any obligation to increase its Commitment hereunder. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Revolving Credit Committed Amount, of an interest in all then outstanding Revolving Credit Loans and a participation interest in all then outstanding Letters of Credit and LC Disbursements such that, after giving effect thereto, all Revolving Credit Exposure is held ratably by the Lenders in proportion to their respective Revolving Credit Committed Amounts. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and Commitment Fees. The Parent shall make any payments under Section 4.08(c) resulting from such assignments. Any such increase in the Total Revolving Credit Commitment shall be in a minimum amount of $10,000,000 or a higher integral multiple of $5,000,000 and shall be subject to receipt by the Administrative Agent from the Parent of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.

Increase in Total Revolving Credit Commitment. The Parent may, at its option, on one or more occasions, seek to increase the Total Revolving Credit Commitment by up to $500,000,000 in the aggregate for all such occasions (i.e., the maximum Total Revolving Credit Commitment is $3,000,000,000a) upon at least three (3) Business Days’ prior notice to the Administrative Agent, which notice shall specify the amount of any such requested increase and shall state that, and be delivered at a time when, Provided that no Event of Default or Potential Event of Default has occurred and is continuing or exists. The Parent maycontinuing, after giving such noticesubject to the terms and conditions set forth in this §2.11, offer the increase in Borrower shall have the Total option at any time and from time to time before the date that is one (1) year prior to the Revolving Credit Commitment Maturity Date to any of the existing Lenders and/or to other banks, financial institutions or other entities on a non-pro rata basis in such amounts as determined by the Parent; provided, however, all amounts, Lenders and/or other banks, financial institutions or other entities shall be approved by the Administrative Agent, the Swingline Lenders and the Issuers (such approval not to be unreasonably withheld or delayed). The Parent may elect to accept on any such occasion request an increase in the Total Revolving Credit Commitment in an amount up by giving written notice to the aggregate increased commitments offered to the Parent. No increase in the Total Revolving Credit Commitment shall become effective until the existing or new Lender extending such incremental commitment amount Agent (an “Increase Notice”; and the Parent shall have executed and delivered to amount of such requested increase is the Administrative Agent an agreement in writing in substantially the form of Exhibit H attached hereto pursuant to which “Commitment Increase”), provided that any such Lender states its Revolving Credit Committed Amount and agrees to assume and accept the obligations and rights of a Lender hereunder. No Lender shall have any obligation to individual increase its Commitment hereunder. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Revolving Credit Committed Amount, of an interest in all then outstanding Revolving Credit Loans and a participation interest in all then outstanding Letters of Credit and LC Disbursements such that, after giving effect thereto, all Revolving Credit Exposure is held ratably by the Lenders in proportion to their respective Revolving Credit Committed Amounts. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and Commitment Fees. The Parent shall make any payments under Section 4.08(c) resulting from such assignments. Any such increase in the Total Revolving Credit Commitment shall must be in a minimum amount of $10,000,000 or a higher integral multiple 5,000,000.00 and increments of $5,000,000 1,000,000.00 in excess thereof, and the Total Revolving Credit Commitment shall not exceed $400,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with the Arranger and shall notify the Borrower of the amount of the facility fees to be subject paid to receipt any Lenders who provide an additional Revolving Credit Commitment, in connection with such increase in the Revolving Credit Commitment, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Revolving Credit Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender, who desires to provide an additional Revolving Credit Commitment, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders, who provide such commitment letters on such basis as the Agent and the Arranger, shall determine in their sole discretion. If the additional Revolving Credit Commitments, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase, that is requested by the Administrative Borrower, then the Agent, Arranger, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, Arranger, and the Borrower) to become a Revolving Credit Lender, and provide an additional Revolving Credit Commitment. The Agent from shall provide all Revolving Credit Lenders, with a notice setting forth the Parent amount, if any, of such supplemental opinionsthe additional Revolving Credit Commitment, resolutionsto be provided by each Revolving Credit Lender, certificates and other documents the revised Revolving Credit Commitment Percentages, as applicable, which shall be applicable after the Administrative Agent may reasonably requesteffective date of the Revolving Credit Commitment Increase, specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment.

Increase in Total Revolving Credit Commitment. The Parent may, at its option, on one or more occasions, seek to increase the Total Revolving Credit Commitment by up to $500,000,000 in the aggregate for all such occasions (i.e., the maximum Total Revolving Credit Commitment is $3,000,000,000) upon at least three (3) Business Days’ prior notice to the Administrative Agent, which notice shall specify the amount of any such requested increase and shall state that, and be delivered at Unless a time when, no Event of Default or Potential Event of Default has occurred and is continuing continuing, the Borrowers may request, on one or exists. The Parent maymore occasions at any time prior to the Revolving Credit Loan Maturity Date, after giving that the Total Revolving Credit Commitment in effect on the date of such noticerequest be increased by an amount such that Total Facility Amount does not exceed $275,000,000; PROVIDED that (i) any Revolving Credit Lender which is a party to this Credit Agreement prior to such increase shall have the right to elect to fund its PRO RATA share of the increase and any additional amounts allocated by the Administrative Agent, offer thereby increasing its Revolving Credit Commitment hereunder, but no Revolving Credit Lender shall be required to do so, (iii) in the event that it becomes necessary to include one or more new Revolving Credit Lenders to provide additional funding under this Section 2.2 in order to enable such increase in the Total Revolving Credit Commitment to any of the existing occur, such new Revolving Credit Lenders and/or to other banks, financial institutions or other entities on a non-pro rata basis in such amounts as determined by the Parent; provided, however, all amounts, Lenders and/or other banks, financial institutions or other entities shall be approved by acceptable to the Administrative Agent, the Swingline Lenders and the Issuers (iv) such approval not to be unreasonably withheld or delayed). The Parent may elect to accept on any such occasion an increase in the Total new Revolving Credit Commitment in an amount up to the aggregate increased commitments offered to the Parent. No increase in the Total Revolving Credit Commitment shall become effective until the existing or new Lender extending such incremental commitment amount and the Parent Lender(s) shall have executed and delivered to the Administrative Agent an agreement instrument of accession in writing in substantially form and substance satisfactory to the form of Exhibit H attached hereto pursuant to which such Lender states its Administrative Agent, (v) the Revolving Credit Committed Amount and agrees to assume and accept the obligations and rights of a Lender hereunder. No Lenders' Revolving Credit Commitment Percentages shall be correspondingly adjusted, (vi) each new Revolving Credit Lender shall have any obligation to increase its Commitment hereunder. The Lenders make all (new or existingif any) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment such payments to the new or existing Lender accepting a new or increased other Revolving Credit Committed Amount, Lenders as may be necessary to result in the sum of an interest in all then outstanding the Revolving Credit Loans to be made by such new Revolving Credit Lender PLUS such new Revolving Credit Lender's proportionate share of the Maximum Drawing Amount and a participation interest in all then outstanding Letters Unpaid Reimbursement Obligations being equal to such new Revolving Credit Lender's Revolving Credit Commitment Percentage of Credit and LC Disbursements such that, after giving effect thereto, the aggregate principal amount of the sum of all Revolving Credit Exposure is held ratably by Loans outstanding to the Lenders in proportion to their respective Borrowers as of such date PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations as of such date, and (vii) Revolving Credit Committed Amounts. Assignments pursuant to the preceding sentence Notes shall be issued or amended and such other changes shall be made to the Loan Documents, as shall be necessary to reflect any such increase in exchange for the principal amount assigned plus accrued and unpaid interest and Commitment Fees. The Parent shall make any payments under Section 4.08(c) resulting from such assignmentsTotal Revolving Credit Commitment. Any such increase in the Total Revolving Credit Commitment shall be in a minimum amount of $10,000,000 or a higher integral multiple of $5,000,000 and shall be subject to receipt by require, among other things, the Administrative Agent from the Parent satisfaction of such supplemental opinions, resolutions, certificates and other documents conditions precedent as the Administrative Agent may reasonably requestrequire, including, without limitation, the Administrative Agent's receipt of evidence of applicable corporate authorization and other corporate documentation from the Borrowers and the legal opinion of counsel to the Borrowers, each in form and substance satisfactory to the Administrative Agent and such Revolving Credit Lenders as are participating in such increase.

Increase in Total Revolving Credit Commitment. The Parent may, at its option, on one or more occasions, seek to increase the Total Revolving Credit Commitment by up to $500,000,000 in the aggregate for all such occasions (i.e., the maximum Total Revolving Credit Commitment is $3,000,000,000) upon at least three (3) Business Days’ prior notice to the Administrative Agent, which notice shall specify the amount of any such requested increase and shall state that, and be delivered at a time when, no Event of Default or Potential Event of Default has occurred and is continuing or exists. The Parent may, after giving such notice, offer the increase in the Total Revolving Credit Commitment to any of the existing Lenders and/or to other banks, financial institutions or other entities on a non-pro rata basis in such amounts as determined by the Parent; provided, however, all amounts, Lenders and/or other banks, financial institutions or other entities shall be approved by the Administrative Agent, the Swingline Lenders Agent and the Issuers (such approval not to be unreasonably withheld or delayed)Issuing Banks. The Parent may elect to accept on any such occasion an increase in the Total Revolving Credit Commitment in an amount up to the aggregate increased commitments offered to the Parent. No increase in the Total Revolving Credit Commitment shall become effective until the existing or new Lender extending such incremental commitment amount and the Parent shall have executed and delivered to the Administrative Agent an agreement in writing in substantially the form of Exhibit H attached hereto pursuant to which such Lender states its Revolving Credit Committed Amount and agrees to assume and accept the obligations and rights of a Lender hereunder. No Lender shall have any obligation to increase its Commitment hereunder. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Revolving Credit Committed Amount, of an interest in all then outstanding Revolving Credit Loans and a participation interest in all then outstanding Letters of Credit and LC Disbursements such that, after giving effect thereto, all Revolving Credit Exposure is held ratably by the Lenders in proportion to their respective Revolving Credit Committed Amounts. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and Commitment Fees. The Parent shall make any payments under Section 4.08(c) resulting from such assignments. Any such increase in the Total Revolving Credit Commitment shall be in a minimum amount of $10,000,000 or a higher integral multiple of $5,000,000 and shall be subject to receipt by the Administrative Agent from the Parent of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.

Increase in Total Revolving Credit Commitment. The Parent may, at its option, on one or more occasions, seek to increase the Total Revolving Credit Commitment by up to $500,000,000 in the aggregate for all such occasions (i.e., the maximum Total Revolving Credit Commitment is $3,000,000,000a) upon at least three (3) Business Days’ prior notice to the Administrative Agent, which notice shall specify the amount of any such requested increase and shall state that, and be delivered at a time when, Provided that no Event of Default or Potential Event of Default has occurred and is continuing continuing, subject to the terms and conditions set forth in this §2.11,2.10, the Borrower shall have the option at any time and from time to time before the date that is ninety (90) days prior to the Revolving Credit Maturity Date (or exists. The Parent may, after giving such notice, offer the extended maturity date if the Borrower exercises its extension option pursuant to §2.12) to request an increase in the Total Revolving Credit Commitment to not more than $600,000,000.00300,000,000.00 by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $25,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrower of the existing Lenders and/or to other banks, financial institutions or other entities on a non-pro rata basis in such amounts as determined by the Parent; provided, however, all amounts, Lenders and/or other banks, financial institutions or other entities shall be approved by the Administrative Agent, the Swingline Lenders and the Issuers (such approval not amount of facility fees to be unreasonably withheld or delayed). The Parent may elect paid to accept on any such occasion Revolving Credit Lenders who provide an increase in the Total additional Revolving Credit Commitment in an amount up to the aggregate increased commitments offered to the Parent. No increase in the Total Revolving Credit Commitment shall become effective until the existing or new Lender extending such incremental commitment amount and the Parent shall have executed and delivered to the Administrative Agent an agreement in writing in substantially the form of Exhibit H attached hereto pursuant to which such Lender states its Revolving Credit Committed Amount and agrees to assume and accept the obligations and rights of a Lender hereunder. No Lender shall have any obligation to increase its Commitment hereunder. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Revolving Credit Committed Amount, of an interest in all then outstanding Revolving Credit Loans and a participation interest in all then outstanding Letters of Credit and LC Disbursements such that, after giving effect thereto, all Revolving Credit Exposure is held ratably by the Lenders in proportion to their respective Revolving Credit Committed Amounts. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and Commitment Fees. The Parent shall make any payments under Section 4.08(c) resulting from such assignments. Any connection with such increase in the Total Revolving Credit Commitment (which shall be in addition to the fees to be paid to Agent or Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a minimum notice to all Revolving Credit Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender who desires to provide an additional Revolving Credit Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000 the additional Revolving Credit Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the additional Revolving Credit Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, Arranger or a higher integral multiple of $5,000,000 and the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be subject acceptable to receipt Agent, Arranger and the Borrower) to become a Revolving Credit Lender and provide an additional Revolving Credit Commitment. The Agent shall provide all Revolving Credit Lenders with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment to be provided by each Revolving Credit Lender and the Administrative Agent from revised Revolving Credit Commitment Percentages which shall be applicable after the Parent effective date of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestCommitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Revolving Credit Lender be obligated to provide an additional Revolving Credit Commitment.

Increase in Total Revolving Credit Commitment. The Parent may, at its option, on one or more occasions, seek to increase the Total Revolving Credit Commitment by up to $500,000,000 in the aggregate for all such occasions (i.e., the maximum Total Revolving Credit Commitment is $3,000,000,000a) upon at least three (3) Business Days’ prior notice to the Administrative Agent, which notice shall specify the amount of any such requested increase and shall state that, and be delivered at a time when, Provided that no Event of Default or Potential Event of Default has occurred and is continuing or exists. The Parent maycontinuing, after giving such noticesubject to the terms and conditions set forth in this §2.11, offer the increase in Borrower shall have the Total option at any time and from time to time before the date that is one (1) year prior to the Revolving Credit Commitment Maturity Date to any of the existing Lenders and/or to other banks, financial institutions or other entities on a non-pro rata basis in such amounts as determined by the Parent; provided, however, all amounts, Lenders and/or other banks, financial institutions or other entities shall be approved by the Administrative Agent, the Swingline Lenders and the Issuers (such approval not to be unreasonably withheld or delayed). The Parent may elect to accept on any such occasion request an increase in the Total Revolving Credit Commitment in an amount up by giving written notice to the aggregate increased commitments offered to the Parent. No increase in the Total Revolving Credit Commitment shall become effective until the existing or new Lender extending such incremental commitment amount Agent (an “Increase Notice”; and the Parent shall have executed and delivered to amount of such requested increase is the Administrative Agent an agreement in writing in substantially the form of Exhibit H attached hereto pursuant to which “Commitment Increase”), provided that any such Lender states its Revolving Credit Committed Amount and agrees to assume and accept the obligations and rights of a Lender hereunder. No Lender shall have any obligation to individual increase its Commitment hereunder. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Revolving Credit Committed Amount, of an interest in all then outstanding Revolving Credit Loans and a participation interest in all then outstanding Letters of Credit and LC Disbursements such that, after giving effect thereto, all Revolving Credit Exposure is held ratably by the Lenders in proportion to their respective Revolving Credit Committed Amounts. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and Commitment Fees. The Parent shall make any payments under Section 4.08(c) resulting from such assignments. Any such increase in the Total Revolving Credit Commitment shall must be in a minimum amount of $10,000,000 or a higher integral multiple 5,000,000.00 and increments of $5,000,000 1,000,000.00 in excess thereof, and the Total Revolving Credit Commitment shall not exceed $300,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with the Arranger and shall notify the Borrower of the amount of the facility fees to be subject paid to receipt any Lenders who provide an additional Revolving Credit Commitment, in connection with such increase in the Revolving Credit Commitment, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Revolving Credit Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender, who desires to provide an additional Revolving Credit Commitment, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders, who provide such commitment letters on such basis as the Agent and the Arranger, shall determine in their sole discretion. If the additional Revolving Credit Commitments, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase, that is requested by the Administrative Borrower, then the Agent, Arranger, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, Arranger, and the Borrower) to become a Revolving Credit Lender, and provide an additional Revolving Credit Commitment. The Agent from shall provide all Revolving Credit Lenders, with a notice setting forth the Parent amount, if any, of such supplemental opinionsthe additional Revolving Credit Commitment, resolutionsto be provided by each Revolving Credit Lender, certificates and other documents the revised Revolving Credit Commitment Percentages, as applicable, which shall be applicable after the Administrative Agent may reasonably requesteffective date of the Revolving Credit Commitment Increase, specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment.

Increase in Total Revolving Credit Commitment. The Parent may, at its option, on one or more occasions, seek to increase the Total Revolving Credit Commitment by up to $500,000,000 in the aggregate for all such occasions (i.e., the maximum Total Revolving Credit Commitment is $3,000,000,000a) upon at least three (3) Business Days’ prior notice to the Administrative Agent, which notice shall specify the amount of any such requested increase and shall state that, and be delivered at a time when, Provided that no Event of Default or Potential Event of Default has occurred and is continuing continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time before the date that is ninety (90) days prior to the Revolving Credit Maturity Date (or exists. The Parent may, after giving such notice, offer the extended maturity date if the Borrower exercises its extension option pursuant to §2.12) to request an increase in the Total Revolving Credit Commitment to not more than $600,000,000.00 by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $25,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrower of the existing Lenders and/or to other banks, financial institutions or other entities on a non-pro rata basis in such amounts as determined by the Parent; provided, however, all amounts, Lenders and/or other banks, financial institutions or other entities shall be approved by the Administrative Agent, the Swingline Lenders and the Issuers (such approval not amount of facility fees to be unreasonably withheld or delayed). The Parent may elect paid to accept on any such occasion Revolving Credit Lenders who provide an increase in the Total additional Revolving Credit Commitment in an amount up to the aggregate increased commitments offered to the Parent. No increase in the Total Revolving Credit Commitment shall become effective until the existing or new Lender extending such incremental commitment amount and the Parent shall have executed and delivered to the Administrative Agent an agreement in writing in substantially the form of Exhibit H attached hereto pursuant to which such Lender states its Revolving Credit Committed Amount and agrees to assume and accept the obligations and rights of a Lender hereunder. No Lender shall have any obligation to increase its Commitment hereunder. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Revolving Credit Committed Amount, of an interest in all then outstanding Revolving Credit Loans and a participation interest in all then outstanding Letters of Credit and LC Disbursements such that, after giving effect thereto, all Revolving Credit Exposure is held ratably by the Lenders in proportion to their respective Revolving Credit Committed Amounts. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and Commitment Fees. The Parent shall make any payments under Section 4.08(c) resulting from such assignments. Any connection with such increase in the Total Revolving Credit Commitment (which shall be in addition to the fees to be paid to Agent or Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a minimum notice to all Revolving Credit Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender who desires to provide an additional Revolving Credit Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000 the additional Revolving Credit Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the additional Revolving Credit Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, Arranger or a higher integral multiple of $5,000,000 and the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be subject acceptable to receipt Agent, Arranger and the Borrower) to become a Revolving Credit Lender and provide an additional Revolving Credit Commitment. The Agent shall provide all Revolving Credit Lenders with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment to be provided by each Revolving Credit Lender and the Administrative Agent from revised Revolving Credit Commitment Percentages which shall be applicable after the Parent effective date of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestCommitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Revolving Credit Lender be obligated to provide an additional Revolving Credit Commitment.

Increase in Total Revolving Credit Commitment. The Parent may, at its option, on one or more occasions, seek to increase the Total Revolving Credit Commitment by up to $500,000,000 in the aggregate for all such occasions (i.e., the maximum Total Revolving Credit Commitment is $3,000,000,000a) upon at least three (3) Business Days’ prior notice to the Administrative Agent, which notice shall specify the amount of any such requested increase and shall state that, and be delivered at a time when, Provided that no Event of Default or Potential Event of Default has occurred and is continuing continuing, subject to the terms and conditions set forth in this §2.11, the Borrowers shall have the option at any time and from time to time before the date that is ninety (90) days prior to the Revolving Credit Maturity Date (or exists. The Parent may, after giving such notice, offer the extended maturity date if Borrowers exercise their extension option pursuant to §2.12) to request an increase in the Total Revolving Credit Commitment to not more than $475,000,000.00 by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $25,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrowers of the existing Lenders and/or to other banks, financial institutions or other entities on a non-pro rata basis in such amounts as determined by the Parent; provided, however, all amounts, Lenders and/or other banks, financial institutions or other entities shall be approved by the Administrative Agent, the Swingline Lenders and the Issuers (such approval not amount of facility fees to be unreasonably withheld or delayed). The Parent may elect paid to accept on any such occasion Revolving Credit Lenders who provide an increase in the Total additional Revolving Credit Commitment in an amount up to the aggregate increased commitments offered to the Parent. No increase in the Total Revolving Credit Commitment shall become effective until the existing or new Lender extending such incremental commitment amount and the Parent shall have executed and delivered to the Administrative Agent an agreement in writing in substantially the form of Exhibit H attached hereto pursuant to which such Lender states its Revolving Credit Committed Amount and agrees to assume and accept the obligations and rights of a Lender hereunder. No Lender shall have any obligation to increase its Commitment hereunder. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Revolving Credit Committed Amount, of an interest in all then outstanding Revolving Credit Loans and a participation interest in all then outstanding Letters of Credit and LC Disbursements such that, after giving effect thereto, all Revolving Credit Exposure is held ratably by the Lenders in proportion to their respective Revolving Credit Committed Amounts. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and Commitment Fees. The Parent shall make any payments under Section 4.08(c) resulting from such assignments. Any connection with such increase in the Total Revolving Credit Commitment (which shall be in addition to the fees to be paid to Agent or Arranger pursuant to the Agreement Regarding Fees). If the Borrowers agree to pay the facility fees so determined, then the Agent shall send a minimum notice to all Revolving Credit Lenders (the “Additional Commitment Request Notice”) informing them of the Borrowers’ request to increase the Total Revolving Credit Commitment and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender who desires to provide an additional Revolving Credit Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000 the additional Revolving Credit Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the additional Revolving Credit Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrowers, then the Agent, Arranger or a higher integral multiple of $5,000,000 and Borrowers may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be subject acceptable to receipt Agent, Arranger and Parent Borrower) to become a Revolving Credit Lender and provide an additional Revolving Credit Commitment. The Agent shall provide all Revolving Credit Lenders with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment to be provided by each Revolving Credit Lender and the Administrative Agent from revised Revolving Credit Commitment Percentages which shall be applicable after the Parent effective date of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestCommitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Revolving Credit Lender be obligated to provide an additional Revolving Credit Commitment.