Common use of Increases to Commitments Clause in Contracts

Increases to Commitments. XL Group shall have the right, at any time by notice to the Administrative Agent, to increase the Commitments hereunder (i) by including as a Lender hereunder with a new Commitment, any Person which is a NAIC Approved Bank (or any other Person whose obligations in respect of Letters of Credit issued under the Agreement shall be confirmed by a NAIC Approved Bank) that is not an existing Lender or (ii) by having an existing Lender increase its Commitment then in effect (with the consent of such Lender in its sole discretion) (each new or increasing Lender, a “Supplemental Lender”) in each case with the approval (not to be unreasonably withheld) of the Administrative Agent, which notice shall specify the name of each Supplemental Lender, the aggregate amount of such increase and the portion thereof being assumed by each such Supplemental Lender, and the date on which such increase is to become effective (each a “Supplemental Commitment Date”) (which shall be a Business Day at least three Business Days after the delivery of such notice and 30 days prior to the Commitment Termination Date); provided that (w) the aggregate amount of increases of the Commitments under this paragraph shall not exceed $500,000,000, (x) no existing Lender shall have any obligation to participate in such increase of aggregate Commitments (y) the Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of at least $25,000,000 and (z) the aggregate amount of the increase of the Commitments effected on any day shall be in an aggregate amount of at least $25,000,000 and larger multiples of $1,000,000. Each such Supplemental Lender shall enter into an agreement in form and substance satisfactory to XL Group and the Administrative Agent pursuant to which such Supplemental Lender shall, as of the applicable Supplemental Commitment Date, undertake a Commitment (or, if any such Supplemental Lender is an existing Lender, pursuant to which such Supplemental Lender’s Commitment shall be increased in the agreed amount on such date) and such Supplemental Lender shall thereupon become (or, if it is already a Lender, continue to be) a “Lender” for all purposes hereof; provided that, in the case of any Supplemental Lender that is not a Lender immediately prior to such Supplemental Commitment Date and is not listed on the NAIC Approved Bank List, such Supplemental Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “Confirming Lender” in Section 1.01. Notwithstanding the foregoing, no increase in the Commitments hereunder pursuant to this Section shall be effective unless on the applicable Supplemental Commitment Date: (i) no Default shall have occurred and be continuing; and (ii) the representations and warranties of the Obligors set forth in this Agreement (other than in Section 4.04(b)) shall be true and correct in all material respects on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each such notice shall be deemed to constitute a representation and warranty by XL Group as to the matters specified in clauses (i) and (ii) of the immediately preceding sentence as of such date.

Increases to Commitments. XL Group shall have the right, at any time by notice to the Administrative Agent, to increase the Commitments hereunder (i) by including as a Lender hereunder with a new Commitment, any Person which is a NAIC Approved Bank (or any other Person whose obligations in respect of Letters of Credit issued under the Agreement shall be confirmed by a NAIC Approved Bank) that is not an existing Lender or (ii) by having an existing Lender increase its Commitment then in effect (with the consent of such Lender in its sole discretion) (each new or increasing Lender, a “Supplemental Lender”) in each case with the approval (not to be unreasonably withheld) of the Administrative Agent, which notice shall specify the name of each Supplemental Lender, the aggregate amount of such increase and the portion thereof being assumed by each such Supplemental Lender, and the date on which such increase is to become effective (each a “Supplemental Commitment Date”) (which shall be a Business Day at least three Business Days after the delivery of such notice and 30 days prior to the Commitment Termination Date); provided that (w) the aggregate amount of increases of the Commitments under this paragraph and pursuant to Section 2.11(c) (or any successor provision) of the Unsecured Credit Agreement shall not exceed $500,000,000, (x) no existing Lender shall have any obligation to participate in such increase of aggregate Commitments (y) the Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of at least $25,000,000 and (z) the aggregate amount of the increase of the Commitments effected on any day shall be in an aggregate amount of at least $25,000,000 and larger multiples of $1,000,000. Each such Supplemental Lender shall enter into an agreement in form and substance satisfactory to XL Group and the Administrative Agent pursuant to which such Supplemental Lender shall, as of the applicable Supplemental Commitment Date, undertake a Commitment (or, if any such Supplemental Lender is an existing Lender, pursuant to which such Supplemental Lender’s Commitment shall be increased in the agreed amount on such date) and such Supplemental Lender shall thereupon become (or, if it is already a Lender, continue to be) a “Lender” for all purposes hereof; provided that, in the case of any Supplemental Lender that is not a Lender immediately prior to such Supplemental Commitment Date and is not listed on the NAIC Approved Bank List, such Supplemental Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “Confirming Lender” in Section 1.01. Notwithstanding the foregoing, no increase in the Commitments hereunder pursuant to this Section shall be effective unless on the applicable Supplemental Commitment Date: (i) no Default shall have occurred and be continuing; and (ii) the representations and warranties of the Obligors set forth in this Agreement (other than in Section 4.04(b)) shall be true and correct in all material respects on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date)) except where such representations and warranties are conditioned by materiality and then such representations and warranties shall be true and correct in all respects. Each such notice shall be deemed to constitute a representation and warranty by XL Group as to the matters specified in clauses (i) and (ii) of the immediately preceding sentence as of such date.

Increases to Commitments. XL Group shall have the right, at any time by notice to the Administrative Agent, to increase the Commitments hereunder (i) by including as a Lender hereunder with a new Commitment, any Person which is a NAIC Approved Bank (or any other Person whose obligations in respect of Letters of Credit issued under the Agreement shall be confirmed by a NAIC Approved Bank) that is not an existing Lender or (ii) by having an existing Lender increase its Commitment then in effect (with the consent of such Lender in its sole discretion) (each new or increasing Lender, a “Supplemental Lender”) in each case with the approval (not to be unreasonably withheld) of the Administrative Agent, which notice shall specify the name of each Supplemental Lender, the aggregate amount of such increase and the portion thereof being assumed by each such Supplemental Lender, and the date on which such increase is to become effective (each a “Supplemental Commitment Date”) (which shall be a Business Day at least three Business Days after the delivery of such notice and 30 days prior to the Commitment Termination Date); provided that (w) the aggregate amount of increases of the Commitments under this paragraph and pursuant to Section 2.07(c) (or any successor provision) of the Secured Credit Agreement shall not exceed $500,000,000, (x) no existing Lender shall have any obligation to participate in such increase of aggregate Commitments Commitments, (y) the Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of at least $25,000,000 and (z) the aggregate amount of the increase of the Commitments effected on any day shall be in an aggregate amount of at least $25,000,000 and larger multiples of $1,000,000. Each such Supplemental Lender shall enter into an agreement in form and substance satisfactory to XL Group and the Administrative Agent pursuant to which such Supplemental Lender shall, as of the applicable Supplemental Commitment Date, undertake a Commitment (or, if any such Supplemental Lender is an existing Lender, pursuant to which such Supplemental Lender’s Commitment shall be increased in the agreed amount on such date) and such Supplemental Lender shall thereupon become (or, if it is already a Lender, continue to be) a “Lender” for all purposes hereof; provided that, in the case of any Supplemental Lender that is not a Lender immediately prior to such Supplemental Commitment Date and is not listed on the NAIC Approved Bank List, such Supplemental Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “Confirming Lender” in Section 1.01. Notwithstanding the foregoing, no increase in the Commitments hereunder pursuant to this Section shall be effective unless on the applicable Supplemental Commitment Date: (i) no Default shall have occurred and be continuing; and (ii) the representations and warranties of the Obligors set forth in this Agreement (other than in Section 4.04(b)) shall be true and correct in all material respects on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date)) except where such representations and warranties are conditioned by materiality and then such representations and warranties shall be true and correct in all respects. Each such notice shall be deemed to constitute a representation and warranty by XL Group as to the matters specified in clauses (i) and (ii) of the immediately preceding sentence as of such date.

Increases to Commitments. After the Effective Date, XL Group shall have the right, at any time by notice to the Administrative Agent, to increase the aggregate amount of Commitments hereunder (i) by including as a Lender hereunder with a new Commitment, any Person which is a NAIC Approved Bank (or any other Person whose obligations in respect of Letters of Credit issued under the Agreement shall be confirmed by a NAIC Approved Bank) that is not an existing Lender and the inclusion of an additional Lender shall comply with the Swiss Withholding Tax Rules or (ii) by having an one or more existing Lender Lenders increase its Commitment their Commitments then in effect (with the consent of each such Lender in its sole discretion) (each new or increasing Lender, a “Supplemental Lender”) in each case with the approval (not to be unreasonably withheldwithheld or delayed) of the Administrative Agent, which notice shall specify the name of each Supplemental Lender, the aggregate amount of such increase and the portion thereof being assumed by each such Supplemental Lender, and the date on which such increase is to become effective (each each, a “Supplemental Commitment Date”) (which shall be a Business Day at least three Business Days after the delivery of such notice and at least 30 days prior to the Commitment Termination Date); provided that (w) the aggregate amount of increases of the Commitments under this paragraph and pursuant to Section 2.05(c) (or any successor provision) of the Secured Credit Agreement in effect on the Effective Date shall not exceed $500,000,000, (x) no existing Lender shall have any obligation to participate in such increase of aggregate Commitments Commitments, (y) the Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of at least $25,000,000 and (z) the aggregate amount of the increase of the Commitments effected on any day shall be in an aggregate amount of at least $25,000,000 and larger multiples of $1,000,000. Each such Supplemental Lender shall enter into an agreement in form and substance satisfactory to XL Group and the Administrative Agent pursuant to which such Supplemental Lender shall, as of the applicable Supplemental Commitment Date, undertake a Commitment (each, a “Supplemental Lender Agreement”) (or, if any such Supplemental Lender is an existing Lender, pursuant to which such Supplemental Lender’s Commitment shall be increased in the agreed amount on such date) and such Supplemental Lender shall thereupon become (or, if it is already a Lender, continue to be) a “Lender” for all purposes hereof; provided that, in the case of any Supplemental Lender that is not a Lender immediately prior to such Supplemental Commitment Date and is not listed on the NAIC Approved Bank List, such Supplemental Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “Confirming Lender” in Section 1.01. Notwithstanding the foregoing, no increase in the Commitments hereunder pursuant to this Section shall be effective unless on the applicable Supplemental Commitment DateDate and after giving effect to such increase: (i) no Default shall have occurred and be continuing; and (ii) the representations and warranties of the Obligors set forth in this Agreement (other than in Section 4.04(b)) shall be true and correct in all material respects on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date)) except where such representations and warranties are conditioned by materiality or Material Adverse Effect and then such representations and warranties shall be true and correct in all respects. Each such notice shall be deemed to constitute a representation and warranty by XL Group as to the matters specified in clauses (i) and (ii) of the immediately preceding sentence as of such date.

Increases to Commitments. XL Group AXIS Capital shall have the right, right at any time by notice prior to the Administrative Agent, date that is 30 days prior to the Commitment Termination Date to increase the aggregate Commitments hereunder (i) up to an aggregate amount not exceeding $1,000,000,000 by including as a Lender hereunder with a new Commitment, any Person which is a adding to this Agreement one or more other NAIC Approved Bank Lenders (or which may include any other Person whose obligations in respect of Letters of Credit issued under the Agreement shall be confirmed by a NAIC Approved Bank) that is not an existing Lender or (ii) by having an existing Lender increase its Commitment then in effect (Lender, with the consent of such Lender in its sole discretion) (each new or increasing Lendersuch bank, a “Supplemental Lender”)) in each case with the approval of the Administrative Agent (which approval shall not to be unreasonably withheld) of the Administrative Agent), which notice shall specify the name of each Supplemental Lender, the aggregate amount of such increase and the portion thereof being assumed by each such Supplemental Lender, and the date on which such increase is to become effective (each a “Supplemental Commitment Date”) (which shall be a Business Day at least three Business Days after the delivery of such notice and 30 days prior to the Commitment Termination Date); provided that (wi) the aggregate amount of increases of the Commitments under this paragraph shall not exceed $500,000,000, (x) no existing each Supplemental Lender shall have any obligation entered into an agreement pursuant to participate in which such increase of aggregate Commitments Supplemental Lender shall undertake a Commitment (yor, if such Supplemental Lender is an existing Lender, pursuant to which its Commitment shall be increased), (ii) the such Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of at least $25,000,000 and (ziii) such Commitment (together with the aggregate amount increased Commitment(s) of the increase of the Commitments effected on any day all other Supplemental Lenders being provided at such time) shall be in an aggregate amount of at least $25,000,000 and larger multiples of $1,000,00025,000,000. Each such Supplemental Lender shall enter into an agreement in form and substance satisfactory to XL Group AXIS Capital and the Administrative Agent pursuant to which such Supplemental Lender shall, as of the applicable effective date of such increase in the Commitments (which shall be a Business Day and, unless the Administrative Agent otherwise agrees, on which no issuance, amendment, renewal or extension of any Letter of Credit is scheduled to occur or no Borrowing is scheduled to be made, each a “Supplemental Commitment Date”), undertake a Commitment (or, if any such Supplemental Lender is an existing Lender, pursuant its Commitment shall be in addition to which such Supplemental Lender’s Commitment shall be increased in the agreed amount hereunder on such date) and such Supplemental Lender shall thereupon become (or, if it is already a Lender, or continue to be) a “Lender” for all purposes hereof; provided that, in the case of any Supplemental Lender that is not a Lender immediately prior to such Supplemental Commitment Date and is not listed on the NAIC Approved Bank List, such Supplemental Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “Confirming Lender” in Section 1.01. Notwithstanding the foregoing, no increase in the aggregate Commitments hereunder pursuant to this Section shall be effective unless on unless: (i) AXIS Capital shall have given the Administrative Agent notice of any such increase at least three Business Days prior to the applicable Supplemental Commitment Date:; (iii) no Default shall have occurred and be continuingcontinuing on the applicable Supplemental Commitment Date; and (iiiii) each of the representations and warranties of the Obligors set forth Credit Parties contained in this Agreement (and the other than in Section 4.04(b)) Credit Documents shall be true on and correct in all material respects as of the applicable Supplemental Commitment Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each such notice under clause (i) above shall be deemed to constitute a representation and warranty by XL Group AXIS Capital and the other Credit Parties as to the matters specified in clauses (iii) and (iiiii) of above. On each Supplemental Commitment Date, each Borrower shall (A) prepay the then outstanding Loans (if any) to such Borrower in full held by the Lenders immediately preceding sentence as of prior to giving effect to such dateincrease in the Commitments, (B) if it shall so request, borrow new Loans from all Lenders (including any Supplemental Lender) in an aggregate amount at least equal to such prepayment, so that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such increase) and (C) pay to the Lenders the amounts, if any, payable under Section 2.17.

Increases to Commitments. XL Group shall have the right(a) The Borrower may, at any time and from time to time, by notice to the Administrative Agent, to increase the Commitments hereunder (i) by including as a Lender hereunder with a new Commitment, any Person which is a NAIC Approved Bank (or any other Person whose obligations in respect of Letters of Credit issued under the Agreement shall be confirmed by a NAIC Approved Bank) request that is not an existing Lender or (ii) by having an existing Lender increase its Commitment then in effect (with the consent of such Lender in its sole discretion) (each new or increasing Lender, a “Supplemental Lender”) in each case with the approval (not to be unreasonably withheld) of the Administrative Agent, which notice shall specify the name of each Supplemental Lender, the aggregate amount of such increase and the portion thereof being assumed by each such Supplemental Lender, and the date on which such increase is to become effective (each a “Supplemental Commitment Date”) (which shall be a Business Day at least three Business Days after the delivery of such notice and 30 days prior to the Commitment Termination Date); provided that (w) the aggregate amount of increases of the Commitments under this paragraph shall not exceed $500,000,000, (x) no existing Lender shall have any obligation to participate in such increase of aggregate Commitments (y) the Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of at least $25,000,000 and (z) the aggregate amount of the increase Commitments be increased by an amount not to exceed $30,000,000 in excess of the aggregate amount of the Commitments effected on any day as of the date of this Agreement (each, a "Commitment Increase") to be effective as of a date (the "Increase Date") specified in the related notice to the Agent that is (i) prior to the scheduled Termination Date and (ii) at least 15 Business Days after the date of such notice; provided, however, that (1) in no event shall be in an the aggregate amount of at least $25,000,000 and larger multiples of $1,000,000. Each such Supplemental Lender shall enter into an agreement in form and substance satisfactory to XL Group and the Administrative Agent pursuant to which such Supplemental Lender shall, as of the applicable Supplemental Commitment Date, undertake a Commitment (or, if any such Supplemental Lender is an existing Lender, pursuant to which such Supplemental Lender’s Commitment shall be increased in the agreed amount on such date) and such Supplemental Lender shall thereupon become (or, if it is already a Lender, continue to be) a “Lender” for all purposes hereof; provided that, in the case of any Supplemental Lender that is not a Lender immediately prior to such Supplemental Commitment Date and is not listed on the NAIC Approved Bank List, such Supplemental Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “Confirming Lender” in Section 1.01. Notwithstanding the foregoing, no increase in the Commitments hereunder pursuant to this Section shall be effective unless on at any time exceed $80,000,000 without the applicable Supplemental Commitment Date: consent of all Lenders, (i2) no Default or Unmatured Default shall have occurred and be continuing as of the date of such request or as of the applicable Increase Date, or shall occur as a result of the Commitment Increase, (3) the Borrower may not request a Commitment Increase of less than $10,000,000 and (4) the Borrower may not request a Commitment Increase more than once in any period of six consecutive months. (b) The Agent shall promptly notify the Lenders of the request by the Borrower for the Commitment Increase, which notice shall include (A) the proposed amount of the requested Commitment Increase, (B) the proposed Increase Date and (C) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the "Commitment Date"), which date shall be no later than five Business Days prior to the Increase Date. (c) Each Lender that is willing to participate in such requested Commitment Increase (each, an "Increasing Lender") shall give written notice to the Agent no later than 10:00 a.m. (Chicago time) on the Commitment Date of the amount by which it is willing to increase its Commitment, which amount shall not exceed the amount of the requested Commitment Increase. It shall be in each Lender's sole discretion whether to offer to increase its Commitment in connection with the proposed Commitment Increase. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the Commitment Increase shall be allocated among the Lenders willing to participate therein in the manner specified by the Borrower and the Agent. (d) Promptly following the Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in the requested Commitment Increase on the Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more financial institutions acceptable to the Agent and willing to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders on the Commitment Date; provided, however, that the Commitment of each such financial institution shall be in a minimum aggregate amount of the lesser of (x) $5,000,000 or (y) the remaining uncommitted amount of the requested Commitment Increase. (e) On the Increase Date, each financial institution that accepts an offer to participate in the requested Commitment Increase as a Lender in accordance with Section 2.17(d) shall become a Lender party to this Agreement as of the Increase Date (each a "New Lender") and the Commitment of each Increasing Lender for the requested Commitment Increase shall be increased as of the Increase Date by the amount set forth in its notice delivered to the Agent in accordance with Section 2.17(c) (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(c)); provided, however, that the Agent shall have received on or before noon (Chicago time) on the Increase Date the following, each dated such date, and in sufficient copies for each Lender: (i) (A) a certificate of a duly authorized officer of the Borrower stating that no Default or Unmatured Default has occurred and is continuing, or would result from the Commitment Increase, (B) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and the Notes, (C) opinions of counsel to the Borrower, in form and substance reasonably satisfactory to the Agent and (D) such other approvals, opinions or documents as any Lender through the Agent may reasonably request in connection with the Commitment Increase; (ii) a counterpart of this Agreement duly executed by each New Lender; and (iiiii) the representations and warranties confirmation from each Increasing Lender of the Obligors increase in the amount of its Commitment, in a writing satisfactory to the Borrower and the Agent. (f) On the Increase Date, upon fulfillment of the conditions set forth in this Agreement Section 2.17(e), the Agent shall notify the Lenders and the Borrower, on or before 1:00 p.m. (other than Chicago time), by facsimile of the occurrence of the Commitment Increase to be effected on the Increase Date. Each Increasing Lender and each New Lender shall, before 2:00 p.m. (Chicago time) on the Increase Date, make available to the Agent in Section 4.04(bimmediately available funds, (A) in the case of any New Lender, an amount equal to such New Lender's ratable portion of the Ratable Advances then outstanding (calculated based on the relationship its Commitment bears to the Aggregate Commitment after giving effect to the Commitment Increase) and (B) in the case of any Increasing Lender, an amount equal to the excess of (1) such Increasing Lender's ratable portion of the Ratable Advances then outstanding (calculated based on the relationship its Commitment bears to the Aggregate Commitment after giving effect to the relevant Commitment Increase) over (2) such Increasing Lender's ratable portion of the Loans then outstanding (calculated based on the relationship its Commitment bears to the Aggregate Commitment without giving effect to the relevant Commitment Increase)) shall be true and correct in all material respects on and as . After the Agent's receipt of such date funds from each such Increasing Lender and each such New Lender, the Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount owing to each Lender after giving effect to such distribution equals such Lender's ratable share of the Ratable Advances then outstanding (or, if any such representation or warranty is expressly stated calculated after giving effect to have been made as of a specific date, as of such specific datethe Commitment Increase). Each such notice If the Increase Date shall occur on a date that is not the last day of the Interest Period for all Eurodollar Ratable Advances then outstanding, (x) the Borrower shall pay any amounts owing pursuant to Section 3.4 to any Lender whose proportionate share of any outstanding Eurodollar Ratable Advance is decreased as a result of the distributions to Lenders under this Section 2.17(f) and (y) for each outstanding Eurodollar Ratable Advance the respective Ratable Loans made by the Increasing Lenders and the New Lenders pursuant to this Section 2.17(f) shall be deemed to constitute a representation and warranty by XL Group as to be funded at the matters specified in clauses (i) and (ii) of the immediately preceding sentence as of applicable Eurodollar Rate for such dateAdvance.

Increases to Commitments. XL Group Capital shall have the right, at any time by notice to the Administrative Agent, to increase the Commitments hereunder up to an aggregate amount not exceeding $1,800,000,000 (i) by including as a Lender hereunder with a new Commitment, any Person which is a NAIC Approved Bank (or any other Person whose obligations in respect of Letters of Credit issued under the Agreement shall be confirmed by a NAIC Approved Bank) that is not an existing Lender or (ii) by having an existing Lender increase its Commitment then in effect (with the consent of such Lender in its sole discretion) (each new or increasing Lender, a “Supplemental Lender”"SUPPLEMENTAL LENDER") in each case with the approval (not to be unreasonably withheld) of the Administrative Agent, which notice shall specify the name of each Supplemental Lender, the aggregate amount of such increase and the portion thereof being assumed by each such Supplemental Lender, and the date on which such increase is to become effective (each a “Supplemental Commitment Date”"SUPPLEMENTAL COMMITMENT DATE") (which shall be a Business Day at least three Business Days after the delivery of such notice and 30 days prior to the Commitment Termination Date); provided PROVIDED that (w) the aggregate amount of increases of the Commitments under this paragraph shall not exceed $500,000,000, (x) no existing Lender shall have any obligation to participate in such increase of aggregate Commitments (y) the Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of at least $25,000,000 and (zy) the aggregate amount of the increase of the Commitments effected on any day shall be in an aggregate amount of at least $25,000,000 and larger multiples of $1,000,000. Each such Supplemental Lender shall enter into an agreement in form and substance satisfactory to XL Group Capital and the Administrative Agent pursuant to which such Supplemental Lender shall, as of the applicable Supplemental Commitment Date, undertake a Commitment (or, if any such Supplemental Lender is an existing Lender, pursuant to which such Supplemental Lender’s 's Commitment shall be increased in the agreed amount on such date) and such Supplemental Lender shall thereupon become (or, if it is already a Lender, continue to be) a “"Lender” " for all purposes hereof; provided PROVIDED that, in the case of any Supplemental Lender that is not a Lender immediately prior to such Supplemental Commitment Date and is not listed on the NAIC Approved Bank List, such Supplemental Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “"Confirming Lender” " in Section 1.01. Notwithstanding the foregoing, no increase in the Commitments hereunder pursuant to this Section shall be effective unless on the applicable Supplemental Commitment Date:: 364-DAY CREDIT AGREEMENT (i) no Default shall have occurred and be continuing; and; (ii) the representations and warranties of the Obligors set forth in this Agreement (other than in Section 4.04(b)) shall be true and correct in all material respects on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) no Loans are outstanding and no notices in respect of the issuance, amendment, renewal or extension of any Letter of Credit or of any Borrowing are pending, unless the Administrative Agent otherwise agrees. Each such notice shall be deemed to constitute a representation and warranty by XL Group Capital as to the matters specified in clauses (i) and (ii) of the immediately preceding sentence as of such date.

Increases to Commitments. XL Group shall have the right(a) The Company may, at any time time, by notice to the Administrative Agent, to increase the Commitments hereunder (i) by including as a Lender hereunder with a new Commitment, any Person which is a NAIC Approved Bank (or any other Person whose obligations in respect of Letters of Credit issued under the Agreement shall be confirmed by a NAIC Approved Bank) request that is not an existing Lender or (ii) by having an existing Lender increase its Commitment then in effect (with the consent of such Lender in its sole discretion) (each new or increasing Lender, a “Supplemental Lender”) in each case with the approval (not to be unreasonably withheld) of the Administrative Agent, which notice shall specify the name of each Supplemental Lender, the aggregate amount of such increase and the portion thereof being assumed by each such Supplemental Lender, and the date on which such increase is to become effective (each a “Supplemental Commitment Date”) (which shall be a Business Day at least three Business Days after the delivery of such notice and 30 days prior to the Commitment Termination Date); provided that (w) the aggregate amount of increases of the Commitments under this paragraph shall not exceed $500,000,000, (x) no existing Lender shall have any obligation to participate in such increase of aggregate Commitments (y) the Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of at least $25,000,000 and (z) the aggregate amount of the increase Commitments be increased by an amount not to exceed $20,000,000 in excess of the aggregate amount of the Commitments effected on any day as of the date of this Agreement (the "Commitment Increase") to be effective as of a date (the "Increase Date") specified in the related notice to the Agent that is (i) prior to the scheduled Termination Date and (ii) at least 15 Business Days after the date of such notice; provided, however, that (1) in no event shall be in an the aggregate amount of at least $25,000,000 and larger multiples of $1,000,000. Each such Supplemental Lender shall enter into an agreement in form and substance satisfactory to XL Group and the Administrative Agent pursuant to which such Supplemental Lender shall, as of the applicable Supplemental Commitment Date, undertake a Commitment (or, if any such Supplemental Lender is an existing Lender, pursuant to which such Supplemental Lender’s Commitment shall be increased in the agreed amount on such date) and such Supplemental Lender shall thereupon become (or, if it is already a Lender, continue to be) a “Lender” for all purposes hereof; provided that, in the case of any Supplemental Lender that is not a Lender immediately prior to such Supplemental Commitment Date and is not listed on the NAIC Approved Bank List, such Supplemental Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “Confirming Lender” in Section 1.01. Notwithstanding the foregoing, no increase in the Commitments hereunder pursuant to this Section shall be effective unless on at any time exceed $80,000,000 without the applicable Supplemental Commitment Date: consent of all Banks and (i2) no Event of Default or Default shall have occurred and be continuing as of the date of such request or as of the applicable Increase Date, or shall occur as a result of the Commitment Increase. (b) The Agent shall promptly notify the Banks of the request by the Company for the Commitment Increase, which notice shall include (A) the proposed amount of the requested Commitment Increase, (B) the proposed Increase Date, (C) the date by which Banks wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the "Commitment Date"), which date shall be no later than five Business Days prior to the Increase Date and (D) the fees, if any, to be paid by the Company to the Banks and other financial institutions participating in the proposed Commitment Increase. (c) Each Bank that is willing to participate in such requested Commitment Increase (each, an "Increasing Bank") shall give written notice to the Agent no later than 10:00 a.m. (Chicago time) on the Commitment Date of the amount by which it is willing to increase its Commitment, which amount shall not exceed the amount of the requested Commitment Increase. It shall be in each Bank's sole discretion whether to offer to increase its Commitment in connection with the proposed Commitment Increase. If the Banks notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the Commitment Increase shall be allocated among the Banks willing to participate therein in the manner specified by the Company and the Agent. (d) Promptly following the Commitment Date, the Agent shall notify the Company as to the amount, if any, by which the Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in the requested Commitment Increase on the Commitment Date is less than the requested Commitment Increase, then the Company may extend offers to one or more financial institutions acceptable to the Agent and willing to participate in any portion of the requested Commitment Increase that has not been committed to by the Banks on the Commitment Date; provided, however, that the Commitment of each such financial institution shall be in a minimum aggregate amount of the lesser of (x) $5,000,000 or (y) the remaining uncommitted amount of the requested Commitment Increase. (e) On the Increase Date, each financial institution that accepts an offer to participate in the requested Commitment Increase as a Bank in accordance with subsection 2.15(d) shall become a Bank party to this Agreement as of the Increase Date (each a "New Bank") and the Commitment of each Increasing Bank for the requested Commitment Increase shall be increased as of the Increase Date by the amount set forth in its notice delivered to the Agent in accordance with subsection 2.15(c) (or by the amount allocated to such Bank pursuant to the last sentence of subsection 2.15(c)); provided, however, that the Agent shall have received on or before noon (Chicago time) on the Increase Date the following, each dated such date, and in sufficient copies for each Bank: (i) (A) a certificate of a duly authorized officer of the Company stating that no Default or Event of Default has occurred and is continuing, or would result from the Commitment Increase, (B) certified copies of resolutions of the board of directors of the Company or committee thereof or authorized officers as provided by the board of directors approving the Commitment Increase and the corresponding modifications to this Agreement and the Notes, (C) opinions of counsel to the Company, in form and substance reasonably satisfactory to the Agent and, as to legal matters, its counsel and (D) such other approvals, certificates or documents as any Bank through the Agent may reasonably request in connection with the Commitment Increase; (ii) a counterpart of this Agreement duly executed by each New Bank; and (iiiii) the representations and warranties confirmation from each Increasing Bank of the Obligors increase in the amount of its Commitment, in a writing satisfactory to the Company and the Agent. (f) On the Increase Date, upon fulfillment of the conditions set forth in this Agreement subsection 2.15(e) the Agent shall notify the Banks and the Company, on or before 1:00 p.m. (other than Chicago time), by facsimile of the occurrence of the Commitment Increase to be effected on the Increase Date and the Company and the Agent shall amend Schedule 2.1 to reflect the increased Commitments on such date. Each Increasing Bank and each New Bank shall, before 2:00 p.m. (Chicago time) on the Increase Date, make available to the Agent in Section 4.04(bimmediately available funds, (A) in the case of any New Bank, an amount equal to such New Bank's ratable portion of the Loans then outstanding (calculated based on its Pro Rata Share after giving effect to the Commitment Increase) and (B) in the case of any Increasing Bank, an amount equal to the excess of (1) such Increasing Bank's ratable portion of the Loans then outstanding (calculated based on its Pro Rata Share after giving effect to the relevant Commitment Increase) over (2) such Increasing Bank's ratable portion of the Loans then outstanding (calculated based on its Pro Rata Share without giving effect to the relevant Commitment Increase)) shall be true and correct in all material respects on and as . After the Agent's receipt of such date funds from each such Increasing Bank and each such New Bank, the Agent will promptly thereafter cause to be distributed like funds to the other Banks in an amount to each other Bank such that the aggregate amount owing to each Bank after giving effect to such distribution equals such Bank's Pro Rata Share of the Loans then outstanding (or, if any such representation or warranty is expressly stated calculated after giving effect to have been made as of a specific date, as of such specific datethe Commitment Increase). Each such notice If the Increase Date shall occur on a date that is not the last day of the Interest Period for all Borrowings of Offshore Rate Loans then outstanding, (x) the Company shall pay any amounts owing pursuant to Section 3.4 as a result of the distributions to Banks under this subsection 2.15(f) and (y) for each outstanding Borrowing of Offshore Rate Loans, the respective Loans made by the Increasing Banks and the New Banks pursuant to this subsection 2.15(f) shall be deemed to constitute a representation and warranty by XL Group as to be funded at the matters specified in clauses (i) and (ii) of the immediately preceding sentence as of applicable Offshore Rate for such dateLoan.

Increases to Commitments. XL Group Capital shall have the right, at any time by notice to the Administrative Agent, to increase the Commitments hereunder up to an aggregate amount not exceeding $2,700,000,000 (i) by including as a Lender hereunder with a new Commitment, any Person which is a NAIC Approved Bank (or any other Person whose obligations in respect of Letters of Credit issued under the Agreement shall be confirmed by a NAIC Approved Bank) that is not an existing Lender or (ii) by having an existing Lender increase its Commitment then in effect (with the consent of such Lender in its sole discretion) (each new or increasing Lender, a “Supplemental Lender”"SUPPLEMENTAL LENDER") in each case with the approval (not to be unreasonably withheld) of the Administrative Agent, which notice shall specify the name of each Supplemental Lender, the aggregate amount of such increase and the portion thereof being assumed by each such Supplemental Lender, and the date on which such increase is to become effective (each a “Supplemental Commitment Date”"SUPPLEMENTAL COMMITMENT DATE") (which shall be a Business Day at least three Business Days after the delivery of such notice and 30 days prior to the Commitment Termination Date); provided PROVIDED that (w) the aggregate amount of increases of the Commitments under this paragraph shall not exceed $500,000,000, (x) no existing Lender shall have any obligation to participate in such increase of aggregate Commitments (y) the Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of at least $25,000,000 and (zy) the aggregate amount of the increase of the Commitments effected on any day shall be in an aggregate amount of at least $25,000,000 and larger multiples of $1,000,000. Each such Supplemental Lender shall enter into an agreement in form and substance satisfactory to XL Group Capital and the Administrative Agent pursuant to which such Supplemental Lender shall, as of the applicable Supplemental Commitment Date, undertake a Commitment (or, if any such Supplemental Lender is an existing Lender, pursuant to which such Supplemental Lender’s 's Commitment shall be increased in the agreed amount on such date) and such Supplemental Lender shall thereupon become (or, if it is already a Lender, continue to be) a “"Lender” " for all purposes hereof; provided PROVIDED that, in the case of any Supplemental Lender that is not a Lender immediately prior to such Supplemental Commitment Date and is not listed on the NAIC Approved Bank List, such Supplemental Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “"Confirming Lender” " in Section 1.01. Notwithstanding the foregoing, no increase in the Commitments hereunder pursuant to this Section shall be effective unless on the applicable Supplemental Commitment Date:: THREE-YEAR CREDIT AGREEMENT (i) no Default shall have occurred and be continuing; and; (ii) the representations and warranties of the Obligors set forth in this Agreement (other than in Section 4.04(b)) shall be true and correct in all material respects on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) no Loans are outstanding and no notices in respect of the issuance, amendment, renewal or extension of any Letter of Credit or of any Borrowing are pending, unless the Administrative Agent otherwise agrees. Each such notice shall be deemed to constitute a representation and warranty by XL Group Capital as to the matters specified in clauses (i) and (ii) of the immediately preceding sentence as of such date.

Increases to Commitments. After the Effective Date, XL Group shall have the right, at any time by notice to the Administrative Agent, to increase the aggregate amount of Commitments hereunder (i) by including as a Lender hereunder with a new Commitment, any Person which is a NAIC Approved Bank (or any other Person whose obligations in respect of Letters of Credit issued under the Agreement shall be confirmed by a NAIC Approved Bank) that is not an existing Lender and the inclusion of an additional Lender shall comply with the Swiss Withholding Tax Rules or (ii) by having an one or more existing Lender Lenders increase its Commitment their Commitments then in effect (with the consent of each such Lender in its sole discretion) (each new or increasing Lender, a “Supplemental Lender”) in each case with the approval (not to be unreasonably withheldwithheld or delayed) of the Administrative Agent, which notice shall specify the name of each Supplemental Lender, the aggregate amount of such increase and the portion thereof being assumed by each such Supplemental Lender, and the date on which such increase is to become effective (each each, a “Supplemental Commitment Date”) (which shall be a Business Day at least three Business Days after the delivery of such notice and at least 30 days prior to the Commitment Termination Date); provided that (w) the aggregate amount of increases of the Commitments under this paragraph and pursuant to Section 2.09(c) (or any successor provision) of the Unsecured Credit Agreement in effect on the Effective Date shall not exceed $500,000,000, (x) no existing Lender shall have any obligation to participate in such increase of aggregate Commitments Commitments, (y) the Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of at least $25,000,000 and (z) the aggregate amount of the increase of the Commitments effected on any day shall be in an aggregate amount of at least $25,000,000 and larger multiples of $1,000,000. Each such Supplemental Lender shall enter into an agreement in form and substance satisfactory to XL Group and the Administrative Agent pursuant to which such Supplemental Lender shall, as of the applicable Supplemental Commitment Date, undertake a Commitment (each, a “Supplemental Lender Agreement”) (or, if any such Supplemental Lender is an existing Lender, pursuant to which such Supplemental Lender’s Commitment shall be increased in the agreed amount on such date) and such Supplemental Lender shall thereupon become (or, if it is already a Lender, continue to be) a “Lender” for all purposes hereof; provided that, in the case of any Supplemental Lender that is not a Lender immediately prior to such Supplemental Commitment Date and is not listed on the NAIC Approved Bank List, such Supplemental Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “Confirming Lender” in Section 1.01. Notwithstanding the foregoing, no increase in the Commitments hereunder pursuant to this Section shall be effective unless on the applicable Supplemental Commitment DateDate and after giving effect to such increase: (i) no Default shall have occurred and be continuing; and (ii) the representations and warranties of the Obligors set forth in this Agreement (other than in Section 4.04(b)) shall be true and correct in all material respects on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date)) except where such representations and warranties are conditioned by materiality or Material Adverse Effect and then such representations and warranties shall be true and correct in all respects. Each such notice shall be deemed to constitute a representation and warranty by XL Group as to the matters specified in clauses (i) and (ii) of the immediately preceding sentence as of such date.

Increases to Commitments. XL Group Capital shall have the right, at any time by notice to the Administrative Agent, to increase the Commitments hereunder up to an aggregate amount not exceeding $2,500,000,000 (i) by including as a Lender hereunder with a new Commitment, any Person which is a NAIC Approved Bank (or any other Person whose obligations in respect of Letters of Credit issued under the Agreement shall be confirmed by a NAIC Approved Bank) that is not an existing Lender or (ii) by having an existing Lender increase its Commitment then in effect (with the consent of such Lender in its sole discretion) (each new or increasing Lender, a “"Supplemental Lender”") in each case with the approval (not to be unreasonably withheld) of the Administrative Agent, which notice shall specify the name of each Supplemental Lender, the aggregate amount of such increase and the portion thereof being assumed by each such Supplemental Lender, and the date on which such increase is to become effective (each a “"Supplemental Commitment Date”") (which shall be a Business Day at least three Business Days after the delivery of such notice and 30 days prior to the Commitment Termination Date); provided that (w) the aggregate amount of increases of the Commitments under this paragraph shall not exceed $500,000,000, (x) no existing Lender shall have any obligation to participate in such increase of aggregate Commitments (y) the Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of at least $25,000,000 and 25,000,000, (zy) the aggregate amount of the increase of the Commitments effected on any day shall be in an aggregate amount of at least $25,000,000 and larger multiples of $1,000,0001,000,000 and (z) any increase of Commitments shall be only in respect of Letter of Credit Commitments. Each such Supplemental Lender shall enter into an agreement in form and substance satisfactory to XL Group Capital and the Administrative Agent pursuant to which such Supplemental Lender shall, as of the applicable Supplemental Commitment Date, undertake a Commitment (or, if any such Supplemental Lender is an existing Lender, pursuant to which such Supplemental Lender’s 's Commitment shall be increased in the agreed amount on such date) and such Supplemental Lender shall thereupon become (or, if it is already a Lender, continue to be) a “"Lender” " for all purposes hereof; provided that, in the case of any Supplemental Lender that is not a Lender immediately prior to such Supplemental Commitment Date and is not listed on the NAIC Approved Bank List, such Supplemental Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “"Confirming Lender” " in Section 1.01. Credit Agreement Notwithstanding the foregoing, no increase in the Commitments hereunder pursuant to this Section shall be effective unless on the applicable Supplemental Commitment Date: (i) no Default shall have occurred and be continuing; and; (ii) the representations and warranties of the Obligors set forth in this Agreement (other than in Section 4.04(b)) shall be true and correct in all material respects on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) no Loans are outstanding and no notices in respect of the issuance, amendment, renewal or extension of any Letter of Credit or of any Borrowing are pending, unless the Administrative Agent otherwise agrees. Each such notice shall be deemed to constitute a representation and warranty by XL Group Capital as to the matters specified in clauses (i) and (ii) of the immediately preceding sentence as of such date.

Increases to Commitments. XL Group AXIS Capital shall have the right, right at any time by notice prior to the Administrative Agent, date that is 30 days prior to the Commitment Termination Date to increase the aggregate Commitments hereunder (i) up to an aggregate amount not exceeding $2,000,000,000 by including as a Lender hereunder with a new Commitment, any Person which is a adding to this Agreement one or more other NAIC Approved Bank Lenders (or which may include any other Person whose obligations in respect of Letters of Credit issued under the Agreement shall be confirmed by a NAIC Approved Bank) that is not an existing Lender or (ii) by having an existing Lender increase its Commitment then in effect (Lender, with the consent of such Lender in its sole discretion) (each new or increasing Lendersuch bank, a “Supplemental Lender”)) in each case with the approval of the Administrative Agent (which approval shall not to be unreasonably withheld) of the Administrative Agent), which notice shall specify the name of each Supplemental Lender, the aggregate amount of such increase and the portion thereof being assumed by each such Supplemental Lender, and the date on which such increase is to become effective (each a “Supplemental Commitment Date”) (which shall be a Business Day at least three Business Days after the delivery of such notice and 30 days prior to the Commitment Termination Date); provided that (wi) the aggregate amount of increases of the Commitments under this paragraph shall not exceed $500,000,000, (x) no existing each Supplemental Lender shall have any obligation entered into an agreement pursuant to participate in which such increase of aggregate Commitments Supplemental Lender shall undertake a Commitment (yor, if such Supplemental Lender is an existing Lender, pursuant to which its Commitment shall be increased), (ii) the such Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of at least $25,000,000 and (ziii) such Commitment (together with the aggregate amount increased Commitment(s) of the increase of the Commitments effected on any day all other Supplemental Lenders being provided at such time) shall be in an aggregate amount of at least $25,000,000 and larger multiples of $1,000,00025,000,000. Each such Supplemental Lender shall enter into an agreement in form and substance satisfactory to XL Group AXIS Capital and the Administrative Agent pursuant to which such Supplemental Lender shall, as of the applicable effective date of such increase in the Commitments (which shall be a Business Day and, unless the Administrative Agent otherwise agrees, on which no issuance, amendment, renewal or extension of any Letter of Credit is scheduled to occur or no Borrowing is scheduled to be made, each a “Supplemental Commitment Date”), undertake a Commitment (or, if any such Supplemental Lender is an existing Lender, pursuant its Commitment shall be in addition to which such Supplemental Lender’s Commitment shall be increased in the agreed amount hereunder on such date) and such Supplemental Lender shall thereupon become (or, if it is already a Lender, or continue to be) a “Lender” for all purposes hereof; provided that, in the case of any Supplemental Lender that is not a Lender immediately prior to such Supplemental Commitment Date and is not listed on the NAIC Approved Bank List, such Supplemental Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “Confirming Lender” in Section 1.01. Notwithstanding the foregoing, no increase in the aggregate Commitments hereunder pursuant to this Section shall be effective unless on unless: (i) AXIS Capital shall have given the Administrative Agent notice of any such increase at least three Business Days prior to the applicable Supplemental Commitment Date:; (iii) no Default shall have occurred and be continuingcontinuing on the applicable Supplemental Commitment Date; and (iiiii) each of the representations and warranties of the Obligors set forth Credit Parties contained in this Agreement (and the other than in Section 4.04(b)) Credit Documents shall be true and correct in all material respects on and as of the applicable Supplemental Commitment Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each such notice under clause (i) above shall be deemed to constitute a representation and warranty by XL Group AXIS Capital and the other Credit Parties as to the matters specified in clauses (iii) and (iiiii) of above. On each Supplemental Commitment Date, each Borrower shall (A) prepay the then outstanding Loans (if any) to such Borrower in full held by the Lenders immediately preceding sentence as of prior to giving effect to such dateincrease in the Commitments, (B) if it shall so request, borrow new Loans from all Lenders (including any Supplemental Lender) in an aggregate amount at least equal to such prepayment, so that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such increase) and (C) pay to the Lenders the amounts, if any, payable under Section 2.17.

Increases to Commitments. XL Group Capital shall have the right, at any time by notice to the Administrative Agent, to increase the Commitments hereunder (i) by including as a Lender hereunder with a new Commitment, any Person which is a NAIC Approved Bank (or any other Person whose obligations in respect of Letters of Credit issued under the Agreement shall be confirmed by a NAIC Approved Bank) that is not an existing Lender or (ii) by having an existing Lender increase its Commitment then in effect (with the consent of such Lender in its sole discretion) (each new or increasing Lender, a “Supplemental Lender”) in each case with the approval (not to be unreasonably withheld) of the Administrative Agent, which notice shall specify the name of each Supplemental Lender, the aggregate amount of such increase and the portion thereof being assumed by each such Supplemental Lender, and the date on which such increase is to become effective (each a “Supplemental Commitment Date”) (which shall be a Business Day at least three Business Days after the delivery of such notice and 30 days prior to the Commitment Termination Date); provided that (w) the aggregate amount of increases of the Commitments under this paragraph shall not exceed $500,000,000, (x) no existing Lender shall have any obligation to participate in such increase of aggregate Commitments (y) the Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of at least $25,000,000 and 25,000,000, (zy) the aggregate amount of the increase of the Commitments effected on any day shall be in an aggregate amount of at least $25,000,000 and larger multiples of $1,000,0001,000,000 and (z) any increase of Commitments shall be only in respect of Letter of Credit Commitments. Each such Supplemental Lender shall enter into an agreement in form and substance satisfactory to XL Group Capital and the Administrative Agent pursuant to which such Supplemental Lender shall, as of the applicable Supplemental Commitment Date, undertake a Commitment (or, if any such Supplemental Lender is an existing Lender, pursuant to which such Supplemental Lender’s Commitment shall be increased in the agreed amount on such date) and such Supplemental Lender shall thereupon become (or, if it is already a Lender, continue to be) a “Lender” for all purposes hereof; provided that, in the case of any Supplemental Lender that is not a Lender immediately prior to such Supplemental Commitment Date and is not listed on the NAIC Approved Bank List, such Supplemental Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “Confirming Lender” in Section 1.01. Notwithstanding the foregoing, no increase in the Commitments hereunder pursuant to this Section shall be effective unless on the applicable Supplemental Commitment Date: (i) no Default shall have occurred and be continuing; and; (ii) the representations and warranties of the Obligors set forth in this Agreement (other than in Section 4.04(b)) shall be true and correct in all material respects on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) no Loans are outstanding and no notices in respect of the issuance, amendment, renewal or extension of any Letter of Credit or of any Borrowing are pending, unless the Administrative Agent otherwise agrees. Each such notice shall be deemed to constitute a representation and warranty by XL Group Capital as to the matters specified in clauses (i) and (ii) of the immediately preceding sentence as of such date.