Common use of Increase of the Commitments Clause in Contracts

Increase of the Commitments. (a) Borrower Representative may from time to time after the Closing Date, upon at least thirty (30) days’ prior written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Revolving Loan Commitments by up to an aggregate of $150,000,000; such additional Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”); provided, that the terms and conditions of the Incremental Revolving Loan Commitment shall be the same as those applicable to the Revolving Loan Commitments theretofore in effect except that to the extent that the Applicable Margins for Revolving Loans or Letters of Credit to be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Borrower Representative and the Agent, to commit to make all or a portion of such Incremental Revolving Loan Commitments. Final allocations of the Incremental Revolving Loan Commitments are to be determined by the Agent after consultation with Borrower Representative. No Lender (or any successor thereto) shall have any obligation to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to provide any such Incremental Revolving Loan Commitment shall be made in its sole discretion independently from any other Lender.

Increase of the Commitments. (ai) Borrower Representative may from time to time after the Closing DateEntergy may, upon at least thirty (30) days’ prior by written notice to the Agent (who an "Increase Notice") substantially in the form of Schedule 2.05(b) hereto, request that the aggregate Commitments be increased up to the amount specified therein, which shall promptly provide be an integral multiple of $5,000,000 and shall not be greater than $300,000,000 effective on the date specified in such Increase Notice (the "Increase Date"), which shall be a copy Business Day occurring not less than 25 (unless otherwise agreed to in writing by the Lenders and the Agent) nor more than 30 days after the date on which the Increase Notice shall have been given, and such notice shall specify the requested amount by which the aggregate amount of the Commitments is to increase, the names of any new proposed lenders hereunder and the amount of their proposed Commitments and, if the amount by which the aggregate amount of the Commitments is requested to be increased shall exceed the aggregate amount of the Commitments of such notice to each Lender)new proposed lenders, propose to increase the Revolving Loan amount by which the Commitments by up to an aggregate of $150,000,000; such additional Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”); provided, that the terms and conditions of the Incremental Revolving Loan Commitment shall be the same as those applicable to the Revolving Loan Commitments theretofore in effect except that to the extent that the Applicable Margins for Revolving Loans or Letters of Credit existing Lenders are requested to be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitmentsincreased. Each Lender shall have the right for a period of fifteen (15) days following Promptly upon receipt of such noticeIncrease Notice from Entergy, to elect by the Agent shall notify the Lenders of the contents thereof. If applicable, each Lender shall provide written notice to the Borrower Representative and Agent, no later than 21 days after the date on which the Increase Notice shall have been given to the Agent, of the amount, if any, by which such Lender agrees to commit to make all or a portion increase its Commitment. Promptly upon receipt of such Incremental Revolving Loan Commitments. Final allocations notice from any Lender the Agent shall notify Entergy of the Incremental Revolving Loan contents thereof. Upon the effectiveness of the increase in Commitments are pursuant to clause (ii) below, each of the new lenders shall execute and deliver a counterpart of this Agreement, this Agreement shall be determined amended by the Borrowers and the Agent after consultation to reflect the increase, if any, in the Commitment of any existing Lender and the identity and Commitments of such new lenders and such new lenders shall be and become Lenders hereunder for all purposes hereof and of the Loan Documents. In connection with Borrower Representative. No Lender any such increase, the Borrowers shall execute and deliver new Notes to appropriately reflect such new Commitments and the Lenders (or any successor theretoincluding such new lenders) shall have any obligation to provide all or any portion effect such purchases and sales among themselves of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and portions of the other Loan Documents, and any decision by a Lender to provide any such Incremental Revolving Loan Commitment outstanding Loans as shall be made necessary to reflect such Commitments, as specified by the Agent, and, in its sole discretion independently from any other Lenderconnection with such purchases and sales, the applicable Borrower shall pay to each affected Lender an amount equal to the amount such Borrower would have had to pay pursuant to Section 9.04(b) if such Loans, or portions thereof, were prepaid on such Increase Date.

Increase of the Commitments. (a) The amount of the Aggregate Facility LC Commitment, Aggregate Revolving Loan Commitment and Aggregate Commitment may be increased up to an amount (immediately after giving effect to such increase) not to exceed the difference of (x) $1,950,000,000 minus (y) the Aggregate Facility LC Commitment on the Effective Date minus (z) the aggregate amount of all outstanding Supplemental Indebtedness permitted by Section 6.11(p), at the request of the Borrower Representative may from time to time after as follows: (i) the Closing Date, upon at least thirty (30) days’ prior written notice Borrower shall designate one or more financial institutions acceptable to the Agent (who shall promptly provide a copy of such notice to each Lenderwhich acceptance will not be unreasonably withheld), propose to increase the assume Facility LC Commitments, Revolving Loan Commitments by up to and Commitments in an aggregate amount equal to the amount of $150,000,000; such additional increase and (ii) on the date that such increase becomes effective, Revolving Loan Commitments Credit Loans shall be repaid and/or borrowed to the extent necessary such that they shall be held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “Incremental Revolving Loan CommitmentsAssuming Lender”); provided, that and subject to the terms execution and conditions delivery to the Agent by the Borrower and such Assuming Lender of documentation satisfactory to the Incremental Agent in its reasonable discretion to effect such designation: (x) such Assuming Lender shall become (or, if such Assuming Lender was theretofore a Lender shall continue as) a Lender having a Facility LC Commitment, Revolving Loan Commitment shall be the same as those applicable and Commitment equal to the amount of such increase allocated to such Assuming Lender in such designation (plus, if such Assuming Lender was theretofore a Lender, the amount of the Facility LC Commitment, Revolving Loan Commitments theretofore Commitment and Commitment held by such Assuming Lender immediately prior to such designation) and (y) the participations in effect except that outstanding Facility LCs and Reimbursement Obligations shall thereupon automatically and without further action be re-allocated all to the extent necessary such that the Applicable Margins for Revolving Loans or Letters of Credit to participations in such Facility LCs and Reimbursement Obligations shall be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Borrower Representative and the Agent, to commit to make all or a portion of such Incremental Revolving Loan Commitments. Final allocations of the Incremental Revolving Loan Commitments are to be determined held by the Agent Lenders ratably in proportion to their respective Pro Rata Shares (determined after consultation with Borrower Representativegiving effect to such designations). No In no event shall any Lender (or any successor thereto) shall have any obligation be required to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to provide any such Incremental Revolving Loan Commitment shall be made in its sole discretion independently from any other become an Assuming Lender.

Increase of the Commitments. (a) Borrower Representative may from time to time after the Closing Date, upon at least thirty (30) 30 days’ prior written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Revolving Loan Commitments by up to an aggregate of $150,000,000130,000,000; such additional Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”)) as determined by and with the approval of the Agent; provided, that the terms and conditions of the Incremental Revolving Loan Commitment shall be the same as those applicable to the Revolving Loan Commitments theretofore in effect except that to the extent that the Applicable Margins for Revolving Loans or Letters of Credit to be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Borrower Representative and the Agent, to commit to make all or a portion of such Incremental Revolving Loan Commitments. Final allocations of the Incremental Revolving Loan Commitments are to be determined by the Agent after consultation with Borrower Representative. No Lender (or any successor thereto) shall have any obligation to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to provide any such Incremental Revolving Loan Commitment shall be made in its sole discretion independently from any other Lender.

Increase of the Commitments. (a) The Borrower Representative may may, from time to time time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount for all such increases to occur after the Closing Date, upon at least thirty (30) days’ prior written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Revolving Loan Commitments by up to an aggregate Date of $150,000,000; such additional Revolving Loan Commitments 250,000,000, by designating one or more Eligible Assignees (the each a “Incremental Revolving Loan CommitmentsDesignated Lender”); provided, ) that the terms and conditions of the Incremental Revolving Loan Commitment shall be the same as those applicable agree to the Revolving Loan Commitments theretofore in effect except that to the extent that the Applicable Margins for Revolving Loans or Letters of Credit to be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Borrower Representative and the Agent, to commit to make accept all or a portion of such Incremental Revolving Loan Commitments. Final additional Commitments (the “Proposed Increased Commitment”), provided, that (x) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (y) if a Designated Lender is a Lender, andthe allocations of the Incremental Revolving Loan Commitments Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to be determined the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent. (b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after consultation receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule II to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with Borrower Representativetheir respective Commitments (after giving effect to such Commitment increase). No Lender Prepayments made under this clause (or any successor theretoc) shall have not be subject to the notice requirements of Section 2.14. 29 AmericasActive:16797229.116797229.4 (d) Notwithstanding any obligation provision contained herein to provide all or the contrary, from and after the date of any portion of such Incremental Revolving Loan Commitments or to Commitment increase any other obligations under this Agreement and the other Loan Documentsmaking of any Advances on such date pursuant to clause (c)(ii) above, all calculations and any decision payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by a such Lender to provide any such Incremental Revolving Loan Commitment shall be made in its sole discretion independently from any other Lender.during the relevant period of time. SECTION 2.08

Increase of the Commitments. (a) Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC Commitment may be increased by an amount not exceeding $200,000,000 at the request of the Borrower Representative may from time to time after as follows: (i) the Closing Date, upon at least thirty (30) days’ prior written notice Borrower shall designate one or more financial institutions acceptable to the Administrative Agent (who shall promptly provide a copy which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in an aggregate amount equal to the amount of such notice to each Lender)increase and (ii) on the date that such increase becomes effective, propose to increase the Revolving Loan Commitments by up to an aggregate of $150,000,000; such additional Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”); provided, that the terms and conditions of the Incremental Revolving Loan Commitment Credit Loans shall be the same as those applicable to the Revolving Loan Commitments theretofore in effect except that repaid and/or borrowed to the extent necessary such that they shall be held by the Applicable Margins for Revolving Loans or Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “Assuming Lender”), and subject to the execution and delivery to the Administrative Agent by the Borrower and such Assuming Lender of documentation satisfactory to the Administrative Agent in its reasonable discretion to effect such designation: (x) such Assuming Lender shall become (or, if such Assuming Lender was theretofore a Lender shall continue as) a Lender having a Facility LC Commitment equal to the amount of such increase allocated to such Assuming Lender in such designation (plus, if such Assuming Lender was theretofore a Lender, the amount of the Facility LC Commitment held by such Assuming Lender immediately prior to such designation) and (y) the participations in outstanding Letters of Credit to and Reimbursement Obligations shall thereupon automatically and without further action be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted re-allocated all to the Applicable Margins for extent necessary such that the Revolving Loans and participations in such Letters of Credit to and Reimbursement Obligations shall be issued under the Incremental Revolving Loan Commitments. Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Borrower Representative and the Agent, to commit to make all or a portion of such Incremental Revolving Loan Commitments. Final allocations of the Incremental Revolving Loan Commitments are to be determined held by the Agent Lenders ratably in proportion to their respective Pro Rata Shares (determined after consultation with Borrower Representativegiving effect to such designations). No In no event shall any Lender (or any successor thereto) shall have any obligation be required to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to provide any such Incremental Revolving Loan Commitment shall be made in its sole discretion independently from any other become an Assuming Lender.

Increase of the Commitments. (a) Borrower Representative The Company, with the consent of the Agent, may from at any time to time after arrange an increase in the Closing aggregate amount of the Aggregate Commitment and the "Aggregate Commitment" as defined in the Facility A Credit Agreement (a "Commitment Increase"), effective on a Business Day (an "Increase Date, upon ") as separately agreed between the Company and each Increasing Bank (as defined below) and each Assuming Bank by an earlier date at least thirty three days before the intended Increase Date (30) days’ prior written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Revolving Loan Commitments by up to an aggregate of $150,000,000; such additional Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”"Commitment Date"); provided, however, that (A) in no event shall the terms Aggregate Commitment at any time exceed $60,000,000, (B) each such increase shall be simultaneous with an equal percentage increase in the "Aggregate Commitment" as defined in the Facility A Credit Agreement, and conditions (C) no Default shall exist on such Increase Date. Such Commitment Increase may be achieved through the increase of the Incremental Revolving Loan Commitments of one or more of the Banks (each such Bank that is willing to increase its Commitment hereunder being an "Increasing Bank") or the addition of one or more other Eligible Assignees as Assuming Banks and as parties to this Agreement; provided, however, that (1) the Commitment of each Assuming Bank, when combined with such Assuming Bank's "Commitment" under the Facility A Credit Agreement, shall be an integral multiple of $10,000,000, (2) the same as those applicable increase in the existing Commitment of each Increasing Bank, when combined with the increase in such Increasing Bank's "Commitment" under the Facility A Credit Agreement, shall be an integral multiple of $10,000,000, and (3) after giving effect to the Revolving Loan Commitments theretofore in effect except that to Commitment Increase, each Bank (including the extent that Assuming Banks and the Applicable Margins for Revolving Loans or Letters of Credit to be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender Increasing Banks) shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Borrower Representative and the Agent, to commit to make all or a portion of such Incremental Revolving Loan Commitments. Final allocations same percentage of the Incremental Revolving Loan Commitments are to be determined by Aggregate Commitment as it holds in the Agent after consultation with Borrower Representative. No Lender (or any successor thereto) shall have any obligation to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and "Aggregate Commitment" as defined in the other Loan Documents, and any decision by a Lender to provide any such Incremental Revolving Loan Commitment shall be made in its sole discretion independently from any other LenderFacility A Credit Agreement.

Increase of the Commitments. (a) Borrower Representative may from time to time after After the Closing Date, upon at least thirty (30) days’ prior written notice to the Agent (who shall promptly provide a copy of such notice to each Lender)Borrower may on one or more occasions, propose to increase the Revolving Loan Commitments by up to an aggregate of $150,000,000; such additional Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”); provided, that the terms and conditions of the Incremental Revolving Loan Commitment shall be the same as those applicable to the Revolving Loan Commitments theretofore in effect except that to the extent that the Applicable Margins for Revolving Loans or Letters of Credit to be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Administrative Agent and executed by the Borrower Representative and one or more financial institutions (any such financial institution referred to in this paragraph (a) being called a “Designated Lender”), which may include, in the Borrower’s sole discretion, any Lender, cause new Commitments to be extended by the Designated Lenders (or cause the Commitments of the Designated Lenders to be increased, as the case may be); provided that (i) at no time shall the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to this paragraph (a) exceed $500,000,000, (ii) each such requested increase shall be in a minimum principal amount of $50,000,000, (iii) each Designated Lender shall (A) be subject to the approval of the Administrative Agent, each LC Issuing Bank and each Swingline Bank (which approval shall not be unreasonably withheld or delayed) and (B) if not an existing Lender, execute all such documentation as the Administrative Agent shall reasonably specify to commit evidence the Commitment or Commitments of such Designated Lender and/or its status as a Lender hereunder, (iv) immediately prior to make and immediately after giving effect to such proposed increase, no Default or Event of Default shall have occurred and be continuing, and (v) the Borrower shall have delivered the documents and certificates required by clauses (1) – (3) below. Extensions of new Commitments and increases in existing Commitments pursuant to this paragraph (a) shall become effective on the date specified in the applicable notice delivered by the Borrower. The Borrower shall deliver (1) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all representations and warranties of the Borrower set forth in Article IV (other than the representations and warranties set forth in Sections 4.04 and 4.05(b)) (with all references in such Article to a Borrowing or Swingline Borrowing being deemed to be references to the increase of the Commitments) are true in all material respects as if made on and as of such effective date (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true in all material respects as of such earlier date, and except for any representation and warranty that is qualified by materiality or reference to Material Adverse Change, in which case such representation and warranty shall be true in all respects as of such earlier date), (2) evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and (3) if requested by a Designated Xxxxxx, such opinions of counsel for the Borrower with respect to the increase in the Commitments as the Administrative Agent may reasonably request. Any Lender or any other financial institution offered or approached to provide all or a portion of such Incremental Revolving Loan Commitments. Final allocations of any increase in the Incremental Revolving Loan Commitments are Commitment pursuant to be determined by the Agent after consultation with Borrower Representative. No Lender this paragraph (a) may elect or any successor thereto) shall have any obligation to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and the other Loan Documentsdecline, and any decision by a Lender to provide any such Incremental Revolving Loan Commitment shall be made in its sole discretion independently from any other Lenderdiscretion, to provide such Commitment.

Increase of the Commitments. (ai) So long as no Event of Default has occurred and is continuing, the Administrative Borrower Representative may from request the right to effectuate increases in the Commitments (any such increase, a “Commitment Increase”), by an aggregate additional amount of up to $175,000,000 for all such Commitment Increases (the “Commitment Increase Cap”), during the term of this Agreement by delivering a Notice of Requested Commitment Increase to the Administrative Agent, provided that, in each case: (A) each Commitment Increase shall be in minimum increments of $20,000,000; (B) the proposed Commitment Increase shall have been consented to in writing by the Administrative Agent (such consent not to be unreasonably withheld), each Lender who is increasing its portion of the applicable Commitment and any other bank or financial institution acceptable to the Borrowers and the Administrative Agent that has agreed to become a Lender in respect of all or a portion of the Commitment Increase, if any (a “New Lender”); (C) the proposed Commitment Increase, together with any prior Commitment Increases, shall not exceed the Commitment Increase Cap and (D) each Lender (determined before giving effect to such Commitment Increase), shall have been given written notice at least fifteen (15) days prior to the requested date of the proposed Commitment Increase, before and during which time to time after no potential New Lender shall be solicited for purposes of the Closing DateCommitment Increase and only if, upon the expiration of such fifteen (15) day period, the amount of the proposed Commitment Increase remains in excess of the commitments provided by the Lenders (determined before giving effect to such Commitment Increase), may the Borrowers be permitted to solicit potential New Lenders. Each Notice of Requested Commitment Increase shall specify: (1) the amount of the proposed Commitment Increase and (2) the requested date of the proposed Commitment Increase (which shall be at least thirty (30) days’ prior written notice days from the date of delivery of the Notice of Requested Commitment Increase). Each Notice of Requested Commitment Increase shall be binding on all Borrower Parties. Upon the effective date of any Commitment Increase, the Administrative Borrower shall deliver to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Revolving Loan Commitments by up to an aggregate of $150,000,000; such additional Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”); provided, that the terms and conditions certificate of the Incremental Revolving Loan chief financial officer of the Administrative Borrower certifying that (1) the Borrower Parties are, and will be on a Pro Forma Basis after giving effect to the Commitment Increase, in compliance with each Financial Covenant, (2) no Default or Event of Default then exists or would be caused thereby and (3) all of the other conditions precedent in Section 4.2 shall have been met. No Commitment Increase shall be effective until the same as those applicable to the Revolving Loan Commitments theretofore in effect except that to the extent that the Applicable Margins for Revolving Loans or Letters of Credit to be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender Administrative Agent shall have the right for a period of fifteen (15) days following receipt of such notice, received amendments to elect by written notice to the Borrower Representative and the Agent, to commit to make all or a portion of such Incremental Revolving Loan Commitments. Final allocations of the Incremental Revolving Loan Commitments are to be determined by the Agent after consultation with Borrower Representative. No Lender (or any successor thereto) shall have any obligation to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and the other Loan Documents, and commitments of Lenders or New Lenders in an aggregate amount equal to such Commitment Increase, Lender Agreements for each Lender or New Lender committing to such Commitment Increase, any decision by a Lender upfront fees to provide any be paid to the Lenders committing to such Incremental Commitment Increase, and, if requested, opinion letters, Revolving Loan Commitment shall be made Notes and such other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its sole discretion independently from any other LenderPermitted Discretion evidencing and setting forth the conditions of such Commitment Increase.

Increase of the Commitments. (a) Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC Commitment may be increased up to an amount (immediately after giving effect to such increase) not to exceed the difference of (x) $1,614,000,000 minus (y) the Aggregate Facility LC Commitment on the Restatement Effective Date minus (z) the aggregate amount of all outstanding Supplemental Credit Facilities permitted by Section 6.11(p), at the request of the Borrower Representative may from time to time after as follows: (i) the Closing Date, upon at least thirty (30) days’ prior written notice Borrower shall designate one or more financial institutions acceptable to the Agent (who shall promptly provide a copy which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in an aggregate amount equal to the amount of such notice to each Lender)increase and (ii) on the date that such increase becomes effective, propose to increase the Revolving Loan Commitments by up to an aggregate of $150,000,000; such additional Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”); provided, that the terms and conditions of the Incremental Revolving Loan Commitment Credit Loans shall be the same as those applicable to the Revolving Loan Commitments theretofore in effect except that repaid and/or borrowed to the extent necessary such that they shall be held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “Assuming Lender”), and subject to the execution and delivery to the Agent by the Borrower and such Assuming Lender of documentation satisfactory to the Agent in its reasonable discretion to effect such designation: (x) such Assuming Lender shall become (or, if such Assuming Lender was theretofore a Lender shall continue as) a Lender having a Facility LC Commitment equal to the amount of such increase allocated to such Assuming Lender in such designation (plus, if such Assuming Lender was theretofore a Lender, the amount of the Facility LC Commitment held by such Assuming Lender immediately prior to such designation) and (y) the participations in outstanding Facility LCs and Reimbursement Obligations shall thereupon automatically and without further action be re-allocated all to the extent necessary such that the Applicable Margins for Revolving Loans or Letters of Credit to participations in such Facility LCs and Reimbursement Obligations shall be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Borrower Representative and the Agent, to commit to make all or a portion of such Incremental Revolving Loan Commitments. Final allocations of the Incremental Revolving Loan Commitments are to be determined held by the Agent Lenders ratably in proportion to their respective Pro Rata Shares (determined after consultation with Borrower Representativegiving effect to such designations). No In no event shall any Lender (or any successor thereto) shall have any obligation be required to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to provide any such Incremental Revolving Loan Commitment shall be made in its sole discretion independently from any other become an Assuming Lender.

Increase of the Commitments. (a) Borrower Representative may from time to time after the Closing Date, with the consent of Agent and upon at least thirty (30) days’ prior written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Revolving Loan Commitments by up to an aggregate of $150,000,000130,000,000; such additional Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”)) as determined by and with the approval of the Agent; provided, that the terms and conditions of the Incremental Revolving Loan Commitment shall be the same as those applicable to the Revolving Loan Commitments theretofore in effect except that to the extent that the Applicable Margins for Revolving Loans or Letters of Credit to be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Borrower Representative and the Agent, to commit to make all or a portion of such Incremental Revolving Loan Commitments. Final allocations of the Incremental Revolving Loan Commitments are to be determined by the Agent after consultation with Borrower Representative. No Lender (or any successor thereto) shall have any obligation to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to provide any such Incremental Revolving Loan Commitment shall be made in its sole discretion independently from any other Lender.

Increase of the Commitments. (a) Borrower Representative may The Commitment of each Bank and the Total Commitment shall be as set forth on Schedule 1 attached hereto; provided, however, at any time from time to time after the Closing Date through and including the third anniversary of the Closing Date, upon at least thirty so long as no Default or Event of Default has occurred and is continuing, the Borrower shall be permitted, by a written request in the form of Exhibit C hereto (30the "Commitment Increase Request"), to request that the Total Commitment be increased by $25,000,000 (the "Revolver Increase") days’ prior written notice and each Bank's Commitment be increased by its pro rata share of the Revolver Increase. Any such increase in any Bank's Commitment shall be in such Bank's sole and absolute discretion. The Commitment Increase Request, if any, for the Revolver Increase shall be given by the Borrower to the Agent and the Banks not less than twenty (who shall promptly provide a copy of 20) Business Days prior to the date the Borrower requests that such notice to each Lender), propose to increase the Revolving Loan Commitments by up to an aggregate of $150,000,000; such additional Revolving Loan Commitments Revolver Increase take effect (the “Incremental Revolving Loan Commitments”"Revolver Increase Date"); provided. Except as expressly provided in this (S)2.1.2, that the terms and conditions no increase of the Incremental Revolving Loan Total Commitment pursuant to this (S)2.1.2 shall be effective unless such request has been approved in writing by the Majority Banks, and no increase in any Bank's Commitment shall be the same as those applicable effective unless such request has been approved in writing by such Bank. If on or prior to five (5) Business Days prior to the Revolving Loan Commitments theretofore in effect except that Revolver Increase Date the Majority Banks fail to consent to the extent that Revolver Increase, the Applicable Margins for Revolving Loans or Letters of Credit to be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin Total Commitment and each Bank's Commitment shall remain as set forth hereinon Schedule 1 as of the Closing Date. If on or prior to ten (10) Business Days prior to the Revolver Increase Date the Majority Banks consent to the Revolver Increase and all of the Banks consent to the pro rata increase in each such Bank's Commitment, the Applicable Total Commitment and each Bank's Commitment shall be automatically increased on the Revolver Margins Increase Date, and Applicable L/C Margin the Schedule 1 attached hereto shall automatically be adjusted amended by deleting such Schedule 1 in its entirety and substituting in place thereof a new Schedule 1 setting forth the revised Total Commitment and Commitments of each Bank. If on or prior to ten (10) Business Days prior to the Applicable Margins for Revolver Increase Date the Revolving Loans and Letters Majority Banks consent to the Revolver Increase but any Bank does not consent to an increase in its Commitment, or elects to increase its Commitment by an amount which is less than such Bank's pro rata share of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender Revolver Increase, the Agent shall have the right for a period of fifteen (15) days following receipt provide notice of such notice, to elect by written notice decision to the Borrower Representative and the Agent, to commit to make all or a portion of such Incremental Revolving Loan Commitments. Final allocations of the Incremental Revolving Loan Commitments are to be determined by the Agent after consultation with Borrower Representative. No Lender (or any successor thereto) shall have any obligation to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and the other Loan DocumentsBanks, and any decision Bank which has already consented to increase its Commitment by its pro rata share of the Revolver Increase shall be permitted to increase its Commitment by an amount equal to the Unfunded Portion, provided, however, in the event the amount by which Banks requesting to increase their respective Commitments exceed the amount of the Unfunded Portion, the Agent shall allocate the Unfunded Portion among the Banks requesting an increase in their respective Commitments on a Lender pro rata basis. In the event an Unfunded Portion still exists after all the Banks have had the opportunity to provide any increase their respective Commitments, the Borrower shall be permitted to request that another lending institution (which shall be an Eligible Assignee) be permitted to become a Bank hereunder with a Commitment of not more than the Unfunded Portion, which lender shall become a party hereto with all the rights and obligations of a Bank upon the approval of the Agent and the Majority Banks, such Incremental Revolving Loan approval not to be unreasonably withheld. On the Revolver Increase Date the Total Commitment shall be made increased in an amount which equals the Revolver Increase less the Unfunded Portion remaining on such date, if any, and Schedule 1 attached hereto shall be amended by deleting such Schedule 1 in its sole discretion independently from any other Lenderentirety and substituting in place thereof a new Schedule 1 setting forth the revised Total Commitment, the Commitment of each Bank and the Commitment Percentage of each Bank. Prior to the Revolver Increase Date, the Borrower shall execute and deliver to the Agent all supplemental agreements, certificates and documents as the Agent and the Banks shall reasonably request (including without limitation, replacement Revolving Credit Notes) to give effect to the foregoing provision.