Common use of Increase of Total Commitment Clause in Contracts

Increase of Total Commitment. At any time prior to the Termination Date the Borrowers may, on the terms set forth below, request that the Total Commitment hereunder be increased by an aggregate amount of up to $350,000,000 in minimum increments of $25,000,000; provided, however, that (i) an increase in the Total Commitment hereunder may only be made at a time when no Default shall have occurred and be continuing and (ii) in no event shall the Total Commitment hereunder exceed $1,250,000,000. In the event of such a requested increase in the Total Commitment, any Bank or other financial institution which the Borrowers invite to become a Bank or to increase its Commitment may set the amount of its Commitment at a level agreed to by the Borrowers; provided, that each such other financial institution shall be reasonably acceptable to the Administrative Agent, and that the minimum Commitment of each such other financial institution equals or exceeds $10,000,000. In the event that the Borrowers and one or more of the Banks (or other financial institutions) shall agree upon such an increase in the Commitments (i) the Borrowers, the Administrative Agent and each Bank or other financial institution increasing its Commitment or extending a new Commitment shall enter into a supplement to this Credit Agreement (each, a “Supplement”) substantially in the form of Exhibit K setting forth, among other things, the amount of the increased Commitment of such Bank or the new Commitment of such other financial institution, as applicable, and (ii) the Borrowers shall furnish, if requested, new or amended and restated Notes, as applicable, to each financial institution that is extending a new Commitment and each Bank that is increasing its Commitment. No such Supplement shall require the approval or consent of any Bank whose Commitment is not being increased, and no Bank shall be required to agree to increase its Commitment. Upon the execution and delivery of such Supplements as provided above and the occurrence of the “Effective Date” specified therein, and upon the Administrative Agent administering the reallocation of the outstanding Loans ratably among the Banks after giving effect to each such increase in the Commitments (and the payment by the Borrowers of any amounts under Section 4.9 if such Effective Date is not the last day of an Interest Period for any outstanding Loan), and the delivery of certified evidence of partnership authorization and a legal opinion in substantially the form of Exhibit I hereto on behalf of the Borrowers, this Credit Agreement shall be deemed to be amended accordingly.

Increase of Total Commitment. At any time prior to the Termination Date the Borrowers may, on the terms set forth below, request that the Total Commitment hereunder be increased by an aggregate amount of up to $350,000,000 200,000,000 in minimum increments of $25,000,000; provided, however, that (i) an increase in the Total Commitment hereunder may only be made at a time when no Default shall have occurred and be AMERICAS/2023306744.4 continuing and (ii) in no event shall the Total Commitment hereunder exceed $1,250,000,0001,000,000,000. In the event of such a requested increase in the Total Commitment, any Bank or other financial institution which the Borrowers invite to become a Bank or to increase its Commitment may set the amount of its Commitment at a level agreed to by the Borrowers; provided, that each such other financial institution shall be reasonably acceptable to the Administrative AgentAgent and each Swing Bank, and that the minimum Commitment of each such other financial institution equals or exceeds $10,000,000. In the event that the Borrowers and one or more of the Banks (or other financial institutions) shall agree upon such an increase in the Commitments (i) the Borrowers, the Administrative Agent and each Bank or other financial institution increasing its Commitment or extending a new Commitment shall enter into a supplement to this Credit Agreement (each, a “Supplement”) substantially in the form of Exhibit K setting forth, among other things, the amount of the increased Commitment of such Bank or the new Commitment of such other financial institution, as applicable, and (ii) the Borrowers shall furnish, if requested, new or amended and restated Notes, as applicable, to each financial institution that is extending a new Commitment and each Bank that is increasing its Commitment. No such Supplement shall require the approval or consent of any Bank whose Commitment is not being increased, and no Bank shall be required to agree to increase its Commitment. Upon the execution and delivery of such Supplements as provided above and the occurrence of the “Effective Date” specified therein, and upon the Administrative Agent administering the reallocation of the outstanding Loans ratably among the Banks after giving effect to each such increase in the Commitments (and the payment by the Borrowers of any amounts under Section 4.9 if such Effective Date is not the last day of an Interest Period for any outstanding Loan), and the delivery of certified evidence of partnership authorization and a legal opinion in substantially the form of Exhibit I hereto on behalf of the Borrowers, this Credit Agreement shall be deemed to be amended accordingly.

Increase of Total Commitment. At any time prior to the Termination Date the Borrowers Borrower may, on the terms set forth below, request that the Total Commitment hereunder be increased by an aggregate amount of up to $350,000,000 250,000,000 in minimum increments of $25,000,000; provided, however, that (i) an increase in the Total Commitment hereunder may only be made at a time when no Default shall have occurred and be continuing and (ii) in no event shall the Total Commitment hereunder exceed $1,250,000,0001,200,000,000. In the event of such a requested increase in the Total Commitment, any Bank or other financial institution which the Borrowers invite Borrower invites to become a Bank or to increase its Commitment may set the amount of its Commitment at a level agreed to by the BorrowersBorrower; provided, that each such other financial institution shall be reasonably acceptable to the Administrative Agent, and that the minimum Commitment of each such other financial institution equals or exceeds $10,000,000. In the event that the Borrowers Borrower and one or more of the Banks (or other financial institutions) shall agree upon such an increase in the Commitments (i) the BorrowersBorrower, the Administrative Agent and each Bank or other financial institution increasing its Commitment or extending a new Commitment shall enter into a supplement to this Credit Agreement (each, a “Supplement”) substantially in the form of Exhibit K setting forth, among other things, the amount of the increased Commitment of such Bank or the new Commitment of such other financial institution, as applicable, and (ii) the Borrowers Borrower shall furnish, if requested, new or amended and restated Notes, as applicable, to each financial institution that is extending a new Commitment and each Bank that is increasing its Commitment. No such Supplement shall require the approval or consent of any Bank whose Commitment is not being increased, and no Bank shall be required to agree to increase its Commitment. Upon the execution and delivery of such Supplements as provided above and the occurrence of the “Effective Date” specified therein, and upon the Administrative Agent administering the reallocation of the outstanding Loans ratably among the Banks after giving effect to each such increase in the Commitments (and the payment by the Borrowers Borrower of any amounts under Section 4.9 if such Effective Date is not the last day of an Interest Period for any outstanding Loan), and the delivery of certified evidence of partnership Borrower and guarantor authorization and a legal opinion in substantially the form of Exhibit I hereto on behalf of the BorrowersBorrower, this Credit Agreement shall be deemed to be amended accordingly.

Increase of Total Commitment. At any time prior to the Termination Date the Borrowers may, on the terms set forth below, request that the Total Commitment hereunder be increased by an aggregate amount of up to $350,000,000 200,000,000 in minimum increments of $25,000,000; provided, however, that (i) an increase in the Total Commitment hereunder may only be made at a time when no Default shall have occurred and be continuing and (ii) in no event shall the Total Commitment hereunder exceed $1,250,000,0001,000,000,000. In the event of such a requested increase in the Total Commitment, any Bank or other financial institution which the Borrowers invite to become a Bank or to increase its Commitment may set the amount of its Commitment at a level agreed to by the Borrowers; provided, that each such other financial institution shall be reasonably acceptable to the Administrative AgentAgent and each Swing Bank, and that the minimum Commitment of each such other financial institution equals or exceeds $10,000,000. In the event that the Borrowers and one or more of the Banks (or other financial institutions) shall agree upon such an increase in the Commitments (i) the Borrowers, the Administrative Agent and each Bank or other financial institution increasing its Commitment or extending a new Commitment shall enter into a supplement to this Credit Agreement (each, a “Supplement”) substantially in the form of Exhibit K setting forth, among other things, the amount of the increased Commitment of such Bank or the new Commitment of such other financial institution, as applicable, and (ii) the Borrowers shall furnish, if requested, new or amended and restated Notes, as applicable, to each financial institution that is extending a new Commitment and each Bank that is increasing its Commitment. No such Supplement shall require the approval or consent of any Bank whose Commitment is not being increased, and no Bank shall be required to agree to increase its Commitment. Upon the execution and delivery of such Supplements as provided above and the occurrence of the “Effective Date” specified therein, and upon the Administrative Agent administering the reallocation of the outstanding Loans ratably among the Banks after giving effect to each such increase in the Commitments (and the payment by the Borrowers of any amounts under Section 4.9 if such Effective Date is not the last day of an Interest Period for any outstanding Loan), and the delivery of certified evidence of partnership authorization and a legal opinion in substantially the form of Exhibit I hereto on behalf of the Borrowers, this Credit Agreement shall be deemed to be amended accordingly.

Increase of Total Commitment. At any time prior to the Termination Date the Borrowers Borrower may, on the terms set forth below, request that the Total Commitment hereunder be increased by an aggregate amount of up to $350,000,000 200,000,000 in minimum increments of $25,000,000; provided, however, that (i) an increase in the Total Commitment hereunder may only be made at a time when no Default shall have occurred and be continuing and (ii) in no event shall the Total Commitment hereunder exceed $1,250,000,0001,000,000,000. In the event of such a requested increase in the Total Commitment, any Bank or other financial institution which the Borrowers invite Borrower invites to become a Bank or to increase its Commitment may set the amount of its Commitment at a level agreed to by the BorrowersBorrower; provided, that each such other financial institution shall be reasonably acceptable to the Administrative Agent, and that the minimum Commitment of each such other financial institution equals or exceeds $10,000,000. In the event that the Borrowers Borrower and one or more of the Banks (or other financial institutions) shall agree upon such an increase in the Commitments (i) the BorrowersBorrower, the Administrative Agent and each Bank or other financial institution increasing its Commitment or extending a new Commitment shall enter into a supplement to this Credit Agreement (each, a “Supplement”) substantially in the form of Exhibit K I setting forth, among other things, the amount of the increased Commitment of such Bank or the new Commitment of such other financial institution, as applicable, and (ii) the Borrowers Borrower shall furnish, if requested, new or amended and restated Notes, as applicable, to each financial institution that is extending a new Commitment and each Bank that is increasing its Commitment. No such Supplement shall require the approval or consent of any Bank whose Commitment is not being increased, and no Bank shall be required to agree to increase its Commitment. Upon the execution and delivery of such Supplements as provided above and the occurrence of the “Effective Date” specified therein, and upon the Administrative Agent administering the reallocation of the outstanding Loans ratably among the Banks after giving effect to each such increase in the Commitments (and the payment by the Borrowers Borrower of any amounts under Section 4.9 if such Effective Date is not the last day of an Interest Period for any outstanding Loan), and the delivery of certified evidence of partnership authorization and a legal opinion in substantially the form of Exhibit I G hereto on behalf of the BorrowersBorrower, this Credit Agreement shall be deemed to be amended accordingly.

Increase of Total Commitment. At any time prior to the Termination Date the Borrowers may, on the terms set forth below, request that the Total Commitment hereunder be increased by an aggregate amount of up to $350,000,000 250,000,000 in minimum increments of $25,000,000; provided, however, that (i) an increase in the Total Commitment hereunder may only be made at a time when no Default shall have occurred and be continuing and (ii) in no event shall the Total Commitment hereunder exceed $1,250,000,000. In the event of such a requested increase in the Total Commitment, any Bank or other financial institution which the Borrowers invite to become a Bank or to increase its Commitment may set the amount of its Commitment at a level agreed to by the Borrowers; provided, that each such other financial institution shall be reasonably acceptable to the Administrative Agent, and that the minimum Commitment of each such other financial institution equals or exceeds $10,000,000. In the event that the Borrowers and one or more of the Banks (or other financial institutions) shall agree upon such an increase in the Commitments (i) the Borrowers, the Administrative Agent and each Bank or other financial institution increasing its Commitment or extending a new Commitment shall enter into a supplement to this Credit Agreement (each, a “Supplement”) substantially in the form of Exhibit K setting forth, among other things, the amount of the increased Commitment of such Bank or the new Commitment of such other financial institution, as applicable, and (ii) the Borrowers shall furnish, if requested, new or amended and restated Notes, as applicable, to each financial institution that is extending a new Commitment and each Bank that is increasing its Commitment. No such Supplement shall require the approval or consent of any Bank whose Commitment is not being increased, and no Bank shall be required to agree to increase its Commitment. Upon the execution and delivery of such Supplements as provided above and the occurrence of the “Effective Date” specified therein, and upon the Administrative Agent administering the reallocation of the outstanding Loans ratably among the Banks after giving effect to each such increase in the Commitments (and the payment by the Borrowers of any amounts under Section 4.9 if such Effective Date is not the last day of an Interest Period for any outstanding Loan), and the delivery of certified evidence of partnership authorization and a legal opinion in substantially the form of Exhibit I hereto on behalf of the Borrowers, this Credit Agreement shall be deemed to be amended accordingly.