Common use of INCREASE OF SYNDICATED LOAN COMMITMENTS Clause in Contracts

INCREASE OF SYNDICATED LOAN COMMITMENTS. (a) At any time within four (4) years of the Closing Date and so long as no Default or Event of Default has occurred and is continuing, the Borrower may, by written notice to the Syndicated Lenders and in consultation with the Administrative Agent, request increases in the Syndicated Loan Commitments; provided that the aggregate amount of the Syndicated Loan Commitments of the Syndicated Lenders, as increased, shall not exceed $750,000,000 (each, a “Requested Commitment Increase”). Each Requested Commitment Increase shall be in a minimum amount of $25,000,000. No Syndicated Lender (or any successor thereto) shall have any obligation to increase its Syndicated Loan Commitment or its other obligations under this Agreement and the other Credit Documents, and any decision by a Syndicated Lender to increase its Syndicated Loan Commitment shall be made in its sole discretion independently from any other Syndicated Lender. Within fifteen (15) Business Days from each Syndicated Lender’s receipt of such request from Borrower, each Syndicated Lender shall notify the Administrative Agent in writing of whether or not it will agree to increase its Syndicated Loan Commitment and by what amount it will agree to increase its Syndicated Loan Commitment, up to its Pro Rata Share of the Requested Commitment Increase. Decisions to increase a Syndicated Loan Commitment must be affirmatively communicated in writing and shall not be presumed based upon a failure to respond to Borrower’s request. (b) In the event that the aggregate amount to which the Syndicated Lenders are willing to increase their Syndicated Loan Commitments is less than the Requested Commitment Increase based on the written notices delivered by the Syndicated Lenders to the Administrative Agent pursuant to clause (a) above, the Administrative Agent shall first offer to the Syndicated Lenders who have agreed to increase their Syndicated Loan Commitments the opportunity to further increase their Syndicated Loan Commitments up to an amount equal to the Requested Commitment Increase. Such Syndicated Lenders shall promptly respond in writing to the Administrative Agent (but, in any event, within five (5) Business Days from each Syndicated Lender’s receipt of such notice) of whether or not it will agree to further increase its Syndicated Loan Commitment and by what amount it will agree to further increase its Syndicated Loan Commitment. Within five (5) Business Days after receipt of all responses from such Syndicated Lenders, the Administrative Agent shall inform Borrower and all Syndicated Lenders in writing of the amount by which each Syndicated Lender will increase its Syndicated Loan Commitment. (c) In the event that the aggregate amount to which the Syndicated Lenders are willing to increase their Syndicated Loan Commitments is less than the Requested Commitment Increase based on the notice from the Administrative Agent to Borrower and all Syndicated Lenders pursuant to clause (b) above, Borrower shall have the right, within sixty days (60) after receipt of such notice from the Administrative Agent, to obtain commitments from new banks or financial institutions in an aggregate amount such that the existing Syndicated Loan Commitments, plus the aggregate principal amount by which the Syndicated Lenders are willing to increase their Syndicated Loan Commitments, plus the aggregate principal amount of the new commitments by the new banks or financial institutions does not exceed the Requested Commitment Increase; provided, however, that (i) the new banks or financial institutions must be acceptable to the Administrative Agent in its sole discretion, which acceptance will not be unreasonably withheld or delayed, and (ii) the new banks or financial institutions must become parties to this Agreement pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and the Required Lenders, pursuant to which (x) they shall be granted all of the rights that existing Lenders have under this Agreement and the other Credit Documents and (y) they shall assume the same liabilities and obligations that the existing Lenders have under this Agreement. (d) The outstanding Syndicated Loans will be reallocated on the effective date of such increase among the Syndicated Lenders in accordance with their revised Syndicated Loan Commitments and Pro Rata Shares (and the Syndicated Lenders agree to make all payments and adjustments necessary to effect the reallocation and Borrower shall pay any and all costs required pursuant to Section 3.11 in connection with such reallocation as if such reallocation were a repayment; provided, that the Administrative Agent and the Borrower shall cooperate in scheduling the effective date of such increase so as to eliminate or minimize the amount of any such funding losses to the extent reasonably practicable). Each Requested Commitment Increase granted pursuant to this Section shall result in a corresponding increase in the availability of Alternative Currency Loans by an amount equal to 50% of such Requested Commitment Increase.

INCREASE OF SYNDICATED LOAN COMMITMENTS. (a) At any time within four (4) years of the Closing Date and so long as no Default or Event of Default has occurred and is continuing, the Borrower may, at any time by written notice to the Syndicated Lenders and in consultation with the Administrative AgentLenders, request increases in the Syndicated Loan Commitments; provided that the aggregate amount of the Syndicated Loan Commitments be increased up to an amount not to exceed $300,000,000 in the aggregate (the "Requested Commitment Amount") on a pro rata basis based on the Pro Rata Shares of the Syndicated Lenders, as increased, shall not exceed $750,000,000 (each, a “Requested Commitment Increase”). Each Requested Commitment Increase shall be in a minimum amount of $25,000,000. No Syndicated Lender (or any successor thereto) shall have any obligation to increase its Syndicated Loan Commitment or its other obligations under this Agreement and the other Credit Documents, and any decision by a Syndicated Lender to increase its Syndicated Loan Commitment shall be made in its sole discretion independently from any other Syndicated LenderLender or the Agents. Within fifteen (15) Business Days from each Syndicated Lender’s 's receipt of such request from the Borrower, each Syndicated Lender shall notify the Administrative Documentation Agent in writing of whether or not it will agree to increase its Syndicated Loan Commitment and by what amount it will agree to increase its Syndicated Loan Commitment, up to its Pro Rata Share of the Requested Commitment IncreaseAmount. Decisions to increase a Syndicated Loan Commitment must be affirmatively communicated in writing and shall not be presumed based upon a failure to respond to Borrower’s 's request. (b) In the event that the aggregate amount to which the Syndicated Lenders are willing to increase their Syndicated Loan Commitments is less than the Requested Commitment Increase Amount based on the written notices delivered by the Syndicated Lenders to the Administrative Agent pursuant to clause (a) aboveDocumentation Agent, the Administrative Documentation Agent shall first offer to the Syndicated Lenders who have agreed to increase their Syndicated Loan Commitments the opportunity to further increase their Syndicated Loan Commitments up to an amount equal to the Requested Commitment IncreaseAmount. Such Syndicated Lenders shall promptly respond in writing to the Administrative Documentation Agent (but, in any event, within five (5) Business Days from each Syndicated Lender’s receipt of such notice) of whether or not it will agree to further increase its Syndicated Loan Commitment and by what amount it will agree to further increase its Syndicated Loan Commitment. Within five (5) Business Days after receipt of all responses from such Syndicated Lenders, the Administrative Documentation Agent shall inform the Borrower and all Syndicated Lenders in writing of the amount by which each Syndicated Lender will increase its Syndicated Loan Commitment. (c) In the event that the aggregate amount to which the Syndicated Lenders are willing to increase their Syndicated Loan Commitments is less than the Requested Commitment Increase Amount based on the notice from the Administrative Documentation Agent to the Borrower and all Syndicated Lenders pursuant to clause (b) aboveLenders, the Borrower shall have the right, within sixty days (60) after receipt of such notice from the Administrative Documentation Agent, to obtain commitments from new banks or financial institutions in an aggregate amount such that the existing Syndicated Loan Commitments, plus the aggregate principal amount by which the Syndicated Lenders are willing to increase their Syndicated Loan Commitments, plus the aggregate principal amount of the new commitments by the new banks or financial institutions does not exceed the Requested Commitment IncreaseAmount; provided, however, that (i1) the new banks or financial institutions must be acceptable to the Administrative Agent Agents in its their sole discretion, which acceptance will not be unreasonably withheld or delayed, and (ii2) the new banks or financial institutions must become parties to this Agreement pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent Agents and the Required Lenders, pursuant to which (x) they shall be granted all of the rights that existing Lenders have under this Agreement and the other Credit Documents and (y) they shall assume the same liabilities and obligations that the existing Lenders have under this Agreement. (d) The outstanding Syndicated Loans will be reallocated on the effective date of such increase among the Syndicated Lenders in accordance with their revised Syndicated Loan Commitments and Pro Rata Shares (and the Syndicated Lenders agree to make all payments and adjustments necessary to effect the reallocation and Borrower shall pay any and all costs required pursuant to Section 3.11 in connection with such reallocation as if such reallocation were a repayment; provided, that the Administrative Agent and the Borrower shall cooperate in scheduling the effective date of such increase so as to eliminate or minimize the amount of any such funding losses to the extent reasonably practicable). Each Requested Commitment Increase granted pursuant to this Section shall result in a corresponding increase in the availability of Alternative Currency Loans by an amount equal to 50% of such Requested Commitment Increase.

INCREASE OF SYNDICATED LOAN COMMITMENTS. (a) At any time within four (4) years of the Closing Date and so long as no Default or Event of Default has occurred and is continuing, the Borrower may, at any time by written notice to the Syndicated Lenders and in consultation with the Administrative AgentLenders, request increases in the Syndicated Loan Commitments; provided that the aggregate amount of the Syndicated Loan Commitments be increased up to an amount not to exceed $350,000,000 in the aggregate (the "Requested Commitment Amount") on a pro rata basis based on the Pro Rata Shares of the Syndicated Lenders, as increased, shall not exceed $750,000,000 (each, a “Requested Commitment Increase”). Each Requested Commitment Increase shall be in a minimum amount of $25,000,000. No Syndicated Lender (or any successor thereto) shall have any obligation to increase its Syndicated Loan Commitment or its other obligations under this Agreement and the other Credit Documents, and any decision by a Syndicated Lender to increase its Syndicated Loan Commitment shall be made in its sole discretion independently from any other Syndicated LenderLender or the Agents. Within fifteen (15) Business Days from each Syndicated Lender’s 's receipt of such request from Borrower, each Syndicated Lender shall notify the Administrative Agent in writing of whether or not it will agree to increase its Syndicated Loan Commitment and by what amount it will agree to increase its Syndicated Loan Commitment, up to its Pro Rata Share of the Requested Commitment IncreaseAmount. Decisions to increase a Syndicated Loan Commitment must be affirmatively communicated in writing and shall not be presumed based upon a failure to respond to Borrower’s 's request. (b) In the event that the aggregate amount to which the Syndicated Lenders are willing to increase their Syndicated Loan Commitments is less than the Requested Commitment Increase Amount based on the written notices delivered by the Syndicated Lenders to the Administrative Agent pursuant to clause (a) aboveAgent, the Administrative Agent shall first offer to the Syndicated Lenders who have agreed to increase their Syndicated Loan Commitments the opportunity to further increase their Syndicated Loan Commitments up to an amount equal to the Requested Commitment IncreaseAmount. Such Syndicated Lenders shall promptly respond in writing to the Administrative Agent (but, in any event, within five (5) Business Days from each Syndicated Lender’s 's receipt of such notice) of whether or not it will agree to further increase its Syndicated Loan Commitment and by what amount it will agree to further increase its Syndicated Loan Commitment. Within five (5) Business Days after receipt of all responses from such Syndicated Lenders, the Administrative Agent shall inform Borrower and all Syndicated Lenders in writing of the amount by which each Syndicated Lender will increase its Syndicated Loan Commitment. (c) In the event that the aggregate amount to which the Syndicated Lenders are willing to increase their Syndicated Loan Commitments is less than the Requested Commitment Increase Amount based on the notice from the Administrative Agent to Borrower and all Syndicated Lenders pursuant to clause (b) aboveLenders, Borrower shall have the right, within sixty days (60) after receipt of such notice from the Administrative Agent, to obtain commitments from new banks or financial institutions in an aggregate amount such that the existing Syndicated Loan Commitments, plus the aggregate principal amount by which the Syndicated Lenders are willing to increase their Syndicated Loan Commitments, plus the aggregate principal amount of the new commitments by the new banks or financial institutions does not exceed the Requested Commitment IncreaseAmount; provided, however, that (i1) the new banks or financial institutions must be acceptable to the Administrative Agent Agents in its their sole discretion, which acceptance will not be unreasonably withheld or delayed, and (ii2) the new banks or financial institutions must become parties to this Agreement pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent Agents and the Required Lenders, pursuant to which (x) they shall be granted all of the rights that existing Lenders have under this Agreement and the other Credit Documents and (y) they shall assume the same liabilities and obligations that the existing Lenders have under this Agreement. (d) The outstanding Syndicated Loans will be reallocated on the effective date of such increase among the Syndicated Lenders in accordance with their revised Syndicated Loan Commitments and Pro Rata Shares (and the Syndicated Lenders agree to make all payments and adjustments necessary to effect the reallocation and Borrower shall pay any and all costs required pursuant to Section 3.11 in connection with such reallocation as if such reallocation were a repayment; provided, that the Administrative Agent and the Borrower shall cooperate in scheduling the effective date of such increase so as to eliminate or minimize the amount of any such funding losses to the extent reasonably practicable). Each Requested Commitment Increase granted pursuant to this Section shall result in a corresponding increase in the availability of Alternative Currency Loans by an amount equal to 50% of such Requested Commitment Increase.

INCREASE OF SYNDICATED LOAN COMMITMENTS. (a) At any time within four (4) years of the Closing Date and so long as no Default or Event of Default has occurred and is continuing, the Borrower may, by written notice to the Syndicated Lenders and in consultation with the Administrative AgentLenders, request increases in the Syndicated Loan Commitments; provided that the aggregate amount of the Syndicated Loan Commitments of the Syndicated Lenders, as increased, shall not exceed $750,000,000 (each, a “"Requested Commitment Increase”)") up to an amount not to exceed $500,000,000. Each Requested Commitment Increase shall be in a minimum amount of $25,000,000. No Syndicated Lender (or any successor thereto) shall have any obligation to increase its Syndicated Loan Commitment or its other obligations under this Agreement and the other Credit Documents, and any decision by a Syndicated Lender to increase its Syndicated Loan Commitment shall be made in its sole discretion independently from any other Syndicated Lender. Within fifteen (15) Business Days from each Syndicated Lender’s 's receipt of such request from Borrower, each Syndicated Lender shall notify the Administrative Agent in writing of whether or not it will agree to increase its Syndicated Loan Commitment and by what amount it will agree to increase its Syndicated Loan Commitment, up to its Pro Rata Share of the Requested Commitment Increase. Decisions to increase a Syndicated Loan Commitment must be affirmatively communicated in writing and shall not be presumed based upon a failure to respond to Borrower’s 's request. (b) In the event that the aggregate amount to which the Syndicated Lenders are willing to increase their Syndicated Loan Commitments is less than the Requested Commitment Increase based on the written notices delivered by the Syndicated Lenders to the Administrative Agent pursuant to clause (a) above, the Administrative Agent shall first offer to the Syndicated Lenders who have agreed to increase their Syndicated Loan Commitments the opportunity to further increase their Syndicated Loan Commitments up to an amount equal to the Requested Commitment Increase. Such Syndicated Lenders shall promptly respond in writing to the Administrative Agent (but, in any event, within five (5) Business Days from each Syndicated Lender’s 's receipt of such notice) of whether or not it will agree to further increase its Syndicated Loan Commitment and by what amount it will agree to further increase its Syndicated Loan Commitment. Within five (5) Business Days after receipt of all responses from such Syndicated Lenders, the Administrative Agent shall inform Borrower and all Syndicated Lenders in writing of the amount by which each Syndicated Lender will increase its Syndicated Loan Commitment. (c) In the event that the aggregate amount to which the Syndicated Lenders are willing to increase their Syndicated Loan Commitments is less than the Requested Commitment Increase based on the notice from the Administrative Agent to Borrower and all Syndicated Lenders pursuant to clause (b) above, Borrower shall have the right, within sixty days (60) after receipt of such notice from the Administrative Agent, to obtain commitments from new banks or financial institutions in an aggregate amount such that the existing Syndicated Loan Commitments, plus the aggregate principal amount by which the Syndicated Lenders are willing to increase their Syndicated Loan Commitments, plus the aggregate principal amount of the new commitments by the new banks or financial institutions does not exceed the Requested Commitment Increase; provided, however, that (i) the new banks or financial institutions must be acceptable to the Administrative Agent in its sole discretion, which acceptance will not be unreasonably withheld or delayed, and (ii) the new banks or financial institutions must become parties to this Agreement pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and the Required Lenders, pursuant to which (x) they shall be granted all of the rights that existing Lenders have under this Agreement and the other Credit Documents and (y) they shall assume the same liabilities and obligations that the existing Lenders have under this Agreement. (d) The outstanding Syndicated Loans will be reallocated on the effective date of such increase among the Syndicated Lenders in accordance with their revised Syndicated Loan Commitments and Pro Rata Shares (and the Syndicated Lenders agree to make all payments and adjustments necessary to effect the reallocation and Borrower shall pay any and all costs required pursuant to Section 3.11 in connection with such reallocation as if such reallocation were a repayment; provided, that the Administrative Agent and the Borrower shall cooperate in scheduling the effective date of such increase so as to eliminate or minimize the amount of any such funding losses to the extent reasonably practicable). Each Requested Commitment Increase granted pursuant to this Section shall result in a corresponding increase in the availability of Alternative Currency Loans by an amount equal to 50% of such Requested Commitment Increase.