Common use of Optional Increase to Commitment Clause in Contracts

Optional Increase to Commitment. (a) Subject to the limitations set forth in this Section, the Administrative Agent may, at any time and from time to time at the request of Borrower, increase the Commitment by (i) admitting additional Banks hereunder (each a “New Bank”), or (ii) increasing the Exposure of any Bank (each an “Increasing Bank”), subject to the following conditions: (i) each New Bank is an Eligible Assignee; (ii) Borrower executes (A) a new Note payable to the order of a New Bank, or (B) a replacement Note payable to the order of an Increasing Bank if such Increasing Bank previously received a Note; (iii) each New Bank executes and delivers to the Administrative Agent an instrument of joinder to this Agreement which is in form and substance acceptable to the Administrative Agent; (iv) after giving effect to the admission of any New Bank or the increase in the Exposure of any Increasing Bank, the Commitment does not exceed $2,000,000,000 less the aggregate amount of reductions, if any, of the Commitment made pursuant to Sections 2.6 and 2.9(g); (v) each increase in the Commitment shall be in the amount of $50,000,000 or a greater integral multiple of $500,000; (vi) no admission of any New Bank shall increase the Exposure of any existing Bank without the written consent of such Bank; (vii) no Bank shall be an Increasing Bank without the written consent of such Bank; (viii) no Default or Event of Default exists; (ix) the Administrative Agent shall have received from Borrower such documents as it may reasonably request in connection with such increase, including: (A) a certificate signed by a Responsible Official of the Borrower (x) certifying and attaching the resolutions adopted by Borrower approving or consenting to such increase and (y) certifying that (1) the representations and warranties contained in Article IV and the other Loan Documents are true and correct on and as of the date of the increase, except to the extent that such representations and warranties specifically refer to an earlier date, and (2) no Default or Event of Default exists as of the date of the increase or will result from the increase; and (B) a written consent to the increase executed by each Guarantor Subsidiary; and (x) Any such increase shall be effective, if at all, as of the date determined by the Administrative Agent and the Borrower. The Administrative Agent shall promptly notify the Banks of the effective date of such increase. (b) Except as set forth in Section 2.7(a), no consent of the Banks shall be required for an increase in the amount of the Commitment pursuant to this Section 2.7. (c) After the admission of any New Bank or the increase in the Exposure of any Increasing Bank, the Administrative Agent shall promptly provide to each Bank and to Borrower a new Schedule 1.1 to this Agreement. (d) Concurrently with the effectiveness of any increase to the Commitment under this Section, (i) the participation interest of each Bank in each outstanding Letter of Credit and in each Swing Line Loan shall be adjusted, and (ii) each New Bank and each Increasing Bank shall make additional Advances available to the Administrative Agent (the proceeds of which shall be paid to the other Banks or used in part to refinance expiring Eurodollar Rate Loans) in the amount required to result in the aggregate outstanding Advances of each Bank being equal to its Pro Rata Share of the Commitment, as so increased. (e) The Borrower confirms its obligation pursuant to Section 3.6(f) to repay any breakage fees resulting from the prepayment of any Eurodollar Rate Loans resulting from Borrower’s request to increase the Commitment under this Section 2.7. (f) This Section shall supersede any provisions in Section 11.2 or 11.8 to the contrary.

Optional Increase to Commitment. (a) Subject to the limitations set forth in this Section, the Administrative Agent may, at any time and from time to time at the request of Borrower, increase the Commitment by (i) admitting additional Banks hereunder (each a “New Bank”), or (ii) increasing the Exposure of any Bank (each an “Increasing Bank”), subject to the following conditions: (i) each New Bank is an Eligible Assignee; (ii) Borrower executes (A) a new Note payable to the order of a New Bank, or (B) a replacement Note payable to the order of an Increasing Bank if such Increasing Bank previously received a Note; (iii) each New Bank executes and delivers to the Administrative Agent an instrument of joinder to this Agreement which is in form and substance acceptable to the Administrative Agent; (iv) after giving effect to the admission of any New Bank or the increase in the Exposure of any Increasing Bank, the Commitment does not exceed $2,000,000,000 300,000,000 less the aggregate amount of reductions, if any, of the Commitment made pursuant to Sections 2.6 and 2.9(g)2.6; (v) each increase in the Commitment shall be in the amount of $50,000,000 25,000,000 or a greater integral multiple of $500,000; (vi) no admission of any New Bank shall increase the Exposure of any existing Bank without the written consent of such Bank; (vii) no Bank shall be an Increasing Bank without the written consent of such Bank; (viii) Borrower shall offer such increased Commitments to each existing Bank (pursuant to their respective Pro Rata Share) prior to offering any such increased Commitment to any New Bank; provided that any existing Bank that does not affirmatively accept such offer in writing within 10 Business Days of the date of delivery of written notice thereof shall be presumed to have declined such offer; (ix) no Default or Event of Default existsexists or would result from such increased Commitments (provided that for the purposes of this condition, compliance with Sections 6.10 and 6.11 shall be determined in accordance with clauses (x) and (xi) below); (ixx) Borrower satisfies Section 6.10 on a pro forma basis after giving effect to such increased Commitments (which shall be deemed fully drawn for purposes of complying with Section 6.10); (xi) Borrower satisfies Section 6.11(b) (without giving effect to Section 6.11(a) thereof); (xii) the Overadvance Amount is $300,000,000 or less; (xiii) the Administrative Agent shall have received from Borrower such documents as it may reasonably request in connection with such increase, including: (A) a certificate signed by a Responsible Official Senior Officer of the Borrower (x) certifying and attaching the resolutions adopted by Borrower approving or consenting to such increase and (y) certifying that (1) the representations and warranties contained in Article IV and the other Loan Documents are true and correct on and as of the date of the increase, except to the extent that such representations and warranties specifically refer to an earlier date, and (2) no Default or Event of Default exists as of the date of the increase or will result from the increase; and (B) a written consent to the increase and reaffirmation of its obligations under the Loan Documents executed by each Guarantor Subsidiary; and (xxiv) Any such increase shall be effective, if at all, as of the date determined by the Administrative Agent and the Borrower. The Administrative Agent shall promptly notify the Banks of the effective date of such increase. (b) Except as set forth in Section 2.7(a), no consent of the Banks shall be required for an increase in the amount of the Commitment pursuant to this Section 2.7. (c) After the admission of any New Bank or the increase in the Exposure of any Increasing Bank, the Administrative Agent shall promptly provide to each Bank and to Borrower a new Schedule 1.1 to this Agreement. (d) Concurrently with the effectiveness of any increase to the Commitment under this Section, (i) the participation interest of each Bank in each outstanding Letter of Credit and in each Swing Line Loan shall be adjusted, and (ii) each New Bank and each Increasing Bank shall make additional Advances available to the Administrative Agent (the proceeds of which shall be paid to the other Banks for assignment of Loans or used in part to refinance expiring Eurodollar Rate Loans) in the amount required to result in the aggregate outstanding Advances of each Bank being equal to its Pro Rata Share of the Commitment, as so increased. (e) The Borrower confirms its obligation pursuant to Section 3.6(f) to repay any breakage fees resulting from the prepayment of any Eurodollar Rate Loans resulting from Borrower’s request to increase the Commitment under this Section 2.7. (f) This Section shall supersede any provisions in Section 11.2 or 11.8 to the contrary.

Optional Increase to Commitment. (a) Subject to the limitations set forth in this Section, during the Administrative Agent may, at any time period beginning on the 2000 Closing Date and from time to time at the request of Borrower, increase the Commitment by (i) admitting additional Banks hereunder (each a “New Bank”), or (ii) increasing the Exposure of any Bank (each an “Increasing Bank”), subject ending 6 months prior to the following conditions: (i) each New Bank is an Eligible Assignee; (ii) Borrower executes (A) a new Note payable to the order of a New Bank, or (B) a replacement Note payable to the order of an Increasing Bank if such Increasing Bank previously received a Note; (iii) each New Bank executes and delivers to the Administrative Agent an instrument of joinder to this Agreement which is in form and substance acceptable to the Administrative Agent; (iv) after giving effect to the admission of any New Bank or the increase in the Exposure of any Increasing Bank, the Commitment does not exceed $2,000,000,000 less the aggregate amount of reductionsMaturity Date, if any, of the Commitment made pursuant to Sections 2.6 and 2.9(g); (v) each increase in the Commitment shall be in the amount of $50,000,000 or a greater integral multiple of $500,000; (vi) no admission of any New Bank shall increase the Exposure of any existing Bank without the written consent of such Bank; (vii) no Bank shall be an Increasing Bank without the written consent of such Bank; (viii) no Default or Event of Default then exists; , Borrower may from time to time request in writing that the Commitment be increased to an aggregate amount that is not greater than $175,000,000 less Term Loan Commitment Increases. Any such increase shall be accomplished by (ixi) the addition of new Banks who qualify as Eligible Assignees that are reasonably acceptable to the Administrative Agent (each, a "New Bank") or (ii) one or more of the existing Banks increasing its Exposure in accordance with the provisions of this Section. Each such increase shall have received from Borrower such documents as it may reasonably request in connection with such increasebe effective, including:if at all, not later than 6 months prior to the Maturity Date. (Ab) Any request under this Section shall be submitted by the Borrower to the Administrative Agent, shall specify the proposed effective date and amount of such increase and be accompanied by (i) a certificate signed by a Responsible Official of the Borrower (x) certifying and attaching the resolutions adopted by Borrower approving or consenting to such increase and (y) certifying Borrower, stating that (1) the representations and warranties contained in Article IV and the other Loan Documents are true and correct on and as of the date of the increase, except to the extent that such representations and warranties specifically refer to an earlier date, and (2) no Default or Event of Default exists as of the date of the increase request or will result from the increase; and requested increase and (Bii) a written consent to the increase in the amount of the Commitment executed by each Guarantor Subsidiary; and (x) Any such increase shall be effective, if at all, as of the date determined by the Administrative Agent and the Borrower. The Administrative Agent shall promptly notify the Banks of the effective date of such increase. (b) Except as set forth in Section 2.7(a), no No consent of the Banks shall be required for an increase in the amount of the Commitment pursuant to this Section 2.7Section. The Administrative Agent shall prepare and circulate to the Borrower and Banks a new Schedule 1.1 after each increase in the Commitment. (c) After No Bank shall be obligated to increase the admission amount of its Exposure, nor shall any Bank have the right to do so unless designated by the Borrower. (d) Each New Bank or designated by the increase in the Exposure of any Increasing Bank, Borrower and reasonably acceptable to the Administrative Agent shall promptly provide to each become an additional party hereto as a New Bank and to Borrower a new Schedule 1.1 concurrently with the effectiveness of the proposed increase in the Commitment upon its execution of an instrument of joinder to this AgreementAgreement which is in form and substance acceptable to the Administrative Agent and which, in any event, contains the representations, warranties, indemnities and other protections afforded to the Administrative Agent and the other Banks which would be granted or made by an Eligible Assignee by means of the execution of an Assignment and Acceptance. (de) Subject to the foregoing, any increase to the Commitment requested under this Section shall be effective as of the effective date proposed by the Borrower (but not later than 6 months prior to the Maturity Date) and shall be in the principal amount equal to (i) the amount that consenting Banks have agreed to assume as increases to the amount of their respective Exposures plus (ii) the amount that any New Banks have agreed to be the amount of their respective Exposures. (f) Concurrently with the effectiveness of any increase to the Commitment under this Section, (i) the participation interest of each Bank in each outstanding Letter of Credit and in each Swing Line Loan shall be adjusted, and (ii) each New Bank and each Increasing existing Bank which has increased its Exposure shall make additional Advances available to the Administrative Agent (the proceeds of which shall be paid to the other Banks or used in part to refinance expiring Eurodollar Rate LIBOR Loans) in the amount required to result in the aggregate outstanding Advances of each Bank being equal to its Pro Rata Share of the Commitment, as so increased. (eg) The Borrower confirms (i) its obligation pursuant to Section 3.6(f3.7(d) to repay any breakage fees resulting from the prepayment of any Eurodollar Rate LIBOR Loans resulting from Borrower’s request to increase under this Section, and (ii) that unless the Commitment initial Loans being made by each New Bank and each Bank increasing its Exposure under this Section 2.7are LIBOR Loans being made by all of the Banks in accordance with their respective Pro Rata Shares, then the initial Loans by the New Banks and by each increasing Bank shall be Prime Rate Loans. (fh) This Notwithstanding any other provision of this Agreement or the 2000 Term Loan Agreement, the Borrower agrees that it will not exercise its rights under this Section 2.8 unless and until the sum (such sum being referred to as "Collective Exposure") of Bank of America's Exposure and its "Exposure" (as defined in the 2000 Term Loan Agreement) is reduced to $200,000,000 or less. Thus, Bank of America must first assign or grant participations in at least $43,000,000 of its Collective Exposure before the Borrower may exercise its rights under this Section 2.8. Bank of America agrees to waive any LIBOR breakage fees that may be owing to it (but not to any other Bank) with respect to any assignment or participation by it of the first $43,000,000 of its Collective Exposure. Bank of America may from time to time, in its sole and absolute discretion, waive the application of this Section 2.8(h) with respect to a particular increase in the Commitment pursuant to this Section 2.8, but any such waiver(s) shall supersede any provisions in not affect the continuing enforceability of this Section 11.2 or 11.8 to the contrary2.8(h).

Optional Increase to Commitment. (a) Subject to the limitations set forth in this Section, the Administrative Agent may, at any time and from time to time at the request of BorrowerXxxxxxxx, increase the Commitment by by (i) admitting any Person that immediately prior to such admission was not a Bank as an additional Banks Bank hereunder (each a an “New Additional Bank”), or (ii) increasing the Exposure of any Bank (each an “Increasing Bank”), subject to the following conditions: (iA) each New Additional Bank is an Eligible Assignee; (iiB) if so requested by the Additional Bank or Increasing Bank, Borrower executes (A) a new Note payable to the order of a New such Additional Bank, or (B) a replacement Note payable to the order of an such Increasing Bank if such Increasing Bank previously received a Note; (iiiC) each New Additional Bank executes and delivers to the Administrative Agent an instrument of joinder to this Agreement which is in form and substance acceptable to the Administrative Agent; (ivD) after giving effect to the admission of any New Additional Bank or the increase in the Exposure of any Increasing Bank, the Commitment does not exceed $2,000,000,000 less the aggregate amount of reductions, if any, of the Commitment made pursuant to Sections 2.6 and 2.9(g)400,000,000; (vE) each increase in the Commitment shall be in the amount of $50,000,000 5,000,000 or a greater integral multiple of $500,0001,000,000; (viF) no admission of any New Additional Bank shall increase the Exposure of any existing Bank without the written consent of such Bank; (viiG) no Bank shall be an Increasing Bank without the written consent of such Bank; (viiiH) no Default or Event of Default existsexists or would result from such increased Commitments (provided that for the purposes of this condition, compliance with Sections 6.10 and 6.11 shall be determined in accordance with clauses (I) and (J) below); (ixI) Borrower satisfies Section 6.10 on a pro forma basis after giving effect to such increased Commitments (which shall be deemed fully drawn for purposes of complying with Section 6.10); (J) Borrower satisfies Section 6.11(b) (without giving effect to Section 6.11(a) thereof); (K) the Administrative Agent shall have received from Borrower such documents as it may reasonably request in connection with such increase, including: (A1) a certificate signed by a Responsible Official Senior Officer of the Borrower (x) certifying and attaching the resolutions adopted by Borrower approving or consenting to such increase and (y) certifying that (1) the representations and warranties contained in Article IV and the other Loan Documents are true and correct on and as of the date of the increase, except to the extent that such representations and warranties specifically refer to an earlier date, and except that the Borrowing Base Certificate referred to in Section 4.7(b) shall be deemed to refer to the most recent Borrowing Base Certificate delivered pursuant to Section 2.8, if the same has been so delivered, (2) no Default or Event of Default exists as of the date of the increase or will result from the increase and (3) certifying that the resolutions adopted by the Borrower approving or consenting to such increase have not been modified, rescinded or amended and are in full force and effect on and as of the date of the increase; and (B2) a written consent to the increase and reaffirmation of its obligations under the Loan Documents executed by each Guarantor Subsidiary; and (xL) Any such increase shall be effective, if at all, as of the date determined by the Administrative Agent and the Borrower. The Administrative Agent shall promptly notify the Banks of the effective date of such increase. (b) Except as set forth in Section 2.7(a), no consent of the Banks shall be required for an increase in the amount of the Commitment pursuant to this Section 2.7. (c) After the admission of any New Additional Bank or the increase in the Exposure of any Increasing Bank, the Administrative Agent shall promptly provide to each Bank and to Borrower a new Schedule 1.1 to this Agreement. (d) Concurrently with the effectiveness of any increase to the Commitment under this Section, (i) the participation interest of each Bank in each outstanding Letter of Credit and in each Swing Line Loan shall be adjusted, and (ii) each New Bank and each Increasing Bank shall make additional Advances available to the Administrative Agent (the proceeds of which shall be paid to the other Banks or used in part to refinance expiring Eurodollar Rate Loans) in the amount required to result in the aggregate outstanding Advances of each Bank being equal to its Pro Rata Share of the Commitment, as so increased[Intentionally Omitted]. (e) The Borrower confirms its obligation pursuant to Section 3.6(f) to repay any breakage fees resulting from the prepayment of any Eurodollar Rate Loans resulting from Borrower’s request to increase the Commitment under this Section 2.7[Intentionally Omitted]. (f) This Section shall supersede any provisions in Section 11.2 or 11.8 to the contrary.

Optional Increase to Commitment. (a) Subject to the limitations set forth in this Section, the Administrative Agent may, at any time and from time to time at the request of Borrower, increase the Commitment by (i) admitting any Person that immediately prior to such admission was not a Bank as additional Banks hereunder (each a an “New Additional Bank”), or (ii) increasing the Exposure of any Bank (each an “Increasing Bank”), subject to the following conditions: (i) each New Additional Bank is an Eligible Assignee; (ii) Borrower executes (A) a new Note payable to the order of a New an Additional Bank, or (B) a replacement Note payable to the order of an Increasing Bank if such Increasing Bank previously received a Note; (iii) each New Additional Bank executes and delivers to the Administrative Agent an instrument of joinder to this Agreement which is in form and substance acceptable to the Administrative Agent; (iv) after giving effect to the admission of any New Additional Bank or the increase in the Exposure of any Increasing Bank, the Commitment does not exceed $2,000,000,000 1,000,000,000 less the aggregate amount of reductions, if any, of the Commitment made pursuant to Sections 2.6 and 2.9(g)2.6; (v) each increase in the Commitment shall be in the amount of $50,000,000 10,000,000 or a greater integral multiple of $500,0001,000,000; (vi) no admission of any New Additional Bank shall increase the Exposure of any existing Bank without the written consent of such Bank; (vii) no Bank shall be an Increasing Bank without the written consent of such Bank; (viii) no Default or Event of Default existsexists or would result from such increased Commitments (provided that for the purposes of this condition, compliance with Sections 6.10 and 6.11 shall be determined in accordance with clauses (x) and (xi) below); (ix) Borrower satisfies Section 6.10 on a pro forma basis after giving effect to such increased Commitments (which shall be deemed fully drawn for purposes of complying with Section 6.10); (x) Borrower satisfies Section 6.11(b) (without giving effect to Section 6.11(a) thereof); (xi) the Administrative Agent shall have received from Borrower such documents as it may reasonably request in connection with such increase, including: (A) a certificate signed by a Responsible Official Senior Officer of the Borrower (x) certifying and attaching the resolutions adopted by Borrower approving or consenting to such increase and (y) certifying that (1) the representations and warranties contained in Article IV and the other Loan Documents are true and correct on and as of the date of the increase, except to the extent that such representations and warranties specifically refer to an earlier date, and (2) no Default or Event of Default exists as of the date of the increase or will result from the increase; and (B) a written consent to the increase and reaffirmation of its obligations under the Loan Documents executed by each Guarantor Subsidiary; and (xxii) Any such increase shall be effective, if at all, as of the date determined by the Administrative Agent and the Borrower. The Administrative Agent shall promptly notify the Banks of the effective date of such increase. (b) Except as set forth in Section 2.7(a), no consent of the Banks shall be required for an increase in the amount of the Commitment pursuant to this Section 2.7. (c) After the admission of any New Additional Bank or the increase in the Exposure of any Increasing Bank, the Administrative Agent shall promptly provide to each Bank and to Borrower a new Schedule 1.1 to this Agreement. (d) Concurrently with the effectiveness of any increase to the Commitment under this Section, (i) the participation interest of each Bank in each outstanding Letter of Credit and in each Swing Line Loan shall be adjusted, and (ii) each New Additional Bank and each Increasing Bank shall make additional Advances available to the Administrative Agent (the proceeds of which shall be paid to the other Banks for assignment of Loans or used in part to refinance expiring Eurodollar Rate Loans) in the amount required to result in the aggregate outstanding Advances of each Bank being equal to its Pro Rata Share of the Commitment, as so increased. (e) The Borrower confirms its obligation pursuant to Section 3.6(f) to repay any breakage fees resulting from the prepayment of any Eurodollar Rate Loans resulting from Borrower’s request to increase the Commitment under this Section 2.7. (f) This Section shall supersede any provisions in Section 11.2 or 11.8 to the contrary.. 47

Optional Increase to Commitment. (a) Subject to the limitations set forth in this Section, the Administrative Agent may, at any time and from time to time at the request of Borrower, increase the Commitment by (i) admitting any Person that immediately prior to such admission was not a Bank as additional Banks hereunder (each a an “New Additional Bank”), or (ii) increasing the Exposure of any Bank (each an “Increasing Bank”), subject to the following conditions: (i) each New Additional Bank is an Eligible Assignee; (ii) Borrower executes (A) a new Note payable to the order of a New an Additional Bank, or (B) a replacement Note payable to the order of an Increasing Bank if such Increasing Bank previously received a Note; (iii) each New Additional Bank executes and delivers to the Administrative Agent an instrument of joinder to this Agreement which is in form and substance acceptable to the Administrative Agent;; LA\4060806.14 (iv) after giving effect to the admission of any New Additional Bank or the increase in the Exposure of any Increasing Bank, the Commitment does not exceed $2,000,000,000 450,000,000 less the aggregate amount of reductions, if any, of the Commitment made pursuant to Sections 2.6 and 2.9(g)2.6; (v) each increase in the Commitment shall be in the amount of $50,000,000 10,000,000 or a greater integral multiple of $500,0001,000,000; (vi) no admission of any New Additional Bank shall increase the Exposure of any existing Bank without the written consent of such Bank; (vii) no Bank shall be an Increasing Bank without the written consent of such Bank; (viii) no Default or Event of Default existsexists or would result from such increased Commitments (provided that for the purposes of this condition, compliance with Sections 6.10 and 6.11 shall be determined in accordance with clauses (x) and (xi) below); (ix) Borrower satisfies Section 6.10 on a pro forma basis after giving effect to such increased Commitments (which shall be deemed fully drawn for purposes of complying with Section 6.10); (x) Borrower satisfies Section 6.11(b) (without giving effect to Section 6.11(a) thereof); (xi) the Administrative Agent shall have received from Borrower such documents as it may reasonably request in connection with such increase, including: (A) a certificate signed by a Responsible Official Senior Officer of the Borrower (x) certifying and attaching the resolutions adopted by Borrower approving or consenting to such increase and (y) certifying that (1) the representations and warranties contained in Article IV and the other Loan Documents are true and correct on and as of the date of the increase, except to the extent that such representations and warranties specifically refer to an earlier date, and (2) no Default or Event of Default exists as of the date of the increase or will result from the increase; and (B) a written consent to the increase and reaffirmation of its obligations under the Loan Documents executed by each Guarantor Subsidiary; and (xxii) Any such increase shall be effective, if at all, as of the date determined by the Administrative Agent and the Borrower. The Administrative Agent shall promptly notify the Banks of the effective date of such increase. (b) Except as set forth in Section 2.7(a), no consent of the Banks shall be required for an increase in the amount of the Commitment pursuant to this Section 2.7.. LA\4060806.14 (c) After the admission of any New Additional Bank or the increase in the Exposure of any Increasing Bank, the Administrative Agent shall promptly provide to each Bank and to Borrower a new Schedule 1.1 to this Agreement. (d) Concurrently with the effectiveness of any increase to the Commitment under this Section, (i) the participation interest of each Bank in each outstanding Letter of Credit and in each Swing Line Loan shall be adjusted, and (ii) each New Additional Bank and each Increasing Bank shall make additional Advances available to the Administrative Agent (the proceeds of which shall be paid to the other Banks for assignment of Loans or used in part to refinance expiring Eurodollar Rate Loans) in the amount required to result in the aggregate outstanding Advances of each Bank being equal to its Pro Rata Share of the Commitment, as so increased. (e) The Borrower confirms its obligation pursuant to Section 3.6(f) to repay any breakage fees resulting from the prepayment of any Eurodollar Rate Loans resulting from Borrower’s request to increase the Commitment under this Section 2.7. (f) This Section shall supersede any provisions in Section 11.2 or 11.8 to the contrary.

Optional Increase to Commitment. (a) Subject to the limitations set forth in this Section, the Administrative Agent may, at any time and from time to time at the request of Borrower, increase the Commitment by (i) admitting any Person that immediately prior to such admission was not a Bank as additional Banks hereunder (each a an “New Additional Bank”), or (ii) increasing the Exposure of any Bank (each an “Increasing Bank”), subject to the following conditions: (i) each New Additional Bank is an Eligible Assignee; (ii) Borrower executes (A) a new Note payable to the order of a New an Additional Bank, or (B) a replacement Note payable to the order of an Increasing Bank if such Increasing Bank previously received a Note; (iii) each New Additional Bank executes and delivers to the Administrative Agent an instrument of joinder to this Agreement which is in form and substance acceptable to the Administrative Agent; (iv) after giving effect to the admission of any New Additional Bank or the increase in the Exposure of any Increasing Bank, the Commitment does not exceed $2,000,000,000 600,000,000 less the aggregate amount of reductions, if any, of the Commitment made pursuant to Sections 2.6 and 2.9(g)2.6; (v) each increase in the Commitment shall be in the amount of $50,000,000 10,000,000 or a greater integral multiple of $500,0001,000,000; (vi) no admission of any New Additional Bank shall increase the Exposure of any existing Bank without the written consent of such Bank; (vii) no Bank shall be an Increasing Bank without the written consent of such Bank; (viii) no Default or Event of Default existsexists or would result from such increased Commitments (provided that for the purposes of this condition, compliance with Sections 6.10 and 6.11 shall be determined in accordance with clauses (x) and (xi) below); (ix) Borrower satisfies Section 6.10 on a pro forma basis after giving effect to such increased Commitments (which shall be deemed fully drawn for purposes of complying with Section 6.10); (x) Borrower satisfies Section 6.11(b) (without giving effect to Section 6.11(a) thereof); (xi) the Administrative Agent shall have received from Borrower such documents as it may reasonably request in connection with such increase, including: (A) a certificate signed by a Responsible Official Senior Officer of the Borrower (x) certifying and attaching the resolutions adopted by Borrower approving or consenting to such increase and (y) certifying that (1) the representations and warranties contained in Article IV and the other Loan Documents are true and correct on and as of the date of the increase, except to the extent that such representations and warranties specifically refer to an earlier date, and (2) no Default or Event of Default exists as of the date of the increase or will result from the increase; and (B) a written consent to the increase and reaffirmation of its obligations under the Loan Documents executed by each Guarantor Subsidiary; and (xxii) Any such increase shall be effective, if at all, as of the date determined by the Administrative Agent and the Borrower. The Administrative Agent shall promptly notify the Banks of the effective date of such increase. (b) Except as set forth in Section 2.7(a), no consent of the Banks shall be required for an increase in the amount of the Commitment pursuant to this Section 2.7. (c) After the admission of any New Additional Bank or the increase in the Exposure of any Increasing Bank, the Administrative Agent shall promptly provide to each Bank and to Borrower a new Schedule 1.1 to this Agreement. (d) Concurrently with the effectiveness of any increase to the Commitment under this Section, (i) the participation interest of each Bank in each outstanding Letter of Credit and in each Swing Line Loan shall be adjusted, and (ii) each New Additional Bank and each Increasing Bank shall make additional Advances available to the Administrative Agent (the proceeds of which shall be paid to the other Banks for assignment of Loans or used in part to refinance expiring Eurodollar Rate Loans) in the amount required to result in the aggregate outstanding Advances of each Bank being equal to its Pro Rata Share of the Commitment, as so increased. (e) The Borrower confirms its obligation pursuant to Section 3.6(f) to repay any breakage fees resulting from the prepayment of any Eurodollar Rate Loans resulting from Borrower’s request to increase the Commitment under this Section 2.7. (f) This Section shall supersede any provisions in Section 11.2 or 11.8 to the contrary.

Optional Increase to Commitment. (a) Subject to the limitations set forth in this Section, the Administrative Agent may, at any time and from time to time at the request of the Borrower, increase the Commitment by (i) admitting additional Banks hereunder (each a “New Bank”), or (ii) increasing the Exposure of any Bank (each an “Increasing Bank”), subject to the following conditions: (i) each New Bank is an Eligible Assignee; (ii) the Borrower executes (A) a new Note payable to the order of a New Bank, or (B) a replacement Note payable to the order of an Increasing Bank if such Increasing Bank previously received a Note; (iii) each New Bank executes and delivers to the Administrative Agent an instrument of joinder to this Agreement which is in form and substance acceptable to the Administrative Agent; (iv) after giving effect to the admission of any New Bank or the increase in the Exposure of any Increasing Bank, the Commitment does not exceed $2,000,000,000 200,000,000 less the aggregate amount of reductions, if any, of the Commitment made pursuant to Sections 2.6 and 2.9(g)2.6; (v) each increase in the Commitment shall be in the amount of $50,000,000 5,000,000 or a greater integral multiple of $500,000; (vi) no admission of any New Bank shall increase the Exposure of any existing Bank without the written consent of such Bank; (vii) no Bank shall be an Increasing Bank without the written consent of such Bank; (viii) the Borrower shall offer such increased Commitments to each existing Bank (pursuant to their respective Pro Rata Share) prior to offering any such increased Commitment to any New Bank; provided that, any existing Bank that does not affirmatively accept such offer in writing within 10 Business Days of the date of delivery of written notice thereof shall be presumed to have declined such offer and the Borrower may at any time thereafter offer the increased Commitment to any New Bank; (ix) no Default or Event of Default existsexists or would result from such increased Commitments (provided that, for the purposes of this condition, compliance with Sections 6.10 and 6.11 shall be determined in accordance with clause (x) below); (ixx) the Borrower satisfies Sections 6.10 and 6.11(b) on a pro forma basis after giving effect to such increased Commitments (which shall be deemed fully drawn for purposes of complying with Section 6.10); (xi) [Intentionally Omitted]; (xii) [Intentionally Omitted]; (xiii) the Administrative Agent shall have received from the Borrower such documents as it may reasonably request in connection with such increase, including: (A) a certificate signed by a Responsible Official Senior Officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase and (y) certifying that (1) the representations and warranties contained in Article IV and the other Loan Documents are true and correct on and as of the date of the increase, except to the extent that such representations and warranties specifically refer to an earlier date, and (2) no Default or Event of Default exists as of the date of the increase or will result from the increase; and (B) a written consent to the increase and reaffirmation of its obligations under the Loan Documents executed by each Guarantor Subsidiary; and (xxiv) Any such increase shall be effective, if at all, as of the date determined by the Borrower subject to the reasonable approval of the Administrative Agent and the BorrowerAgent. The Administrative Agent shall promptly notify the Banks of the effective date of such increase. (b) Except as set forth in Section 2.7(a), no consent of the Banks shall be required for an increase in the amount of the Commitment pursuant to this Section 2.7. (c) After the admission of any New Bank or the increase in the Exposure of any Increasing Bank, the Administrative Agent shall promptly provide to each Bank and to the Borrower a new Schedule 1.1 to this Agreement. (d) Concurrently with the effectiveness of any increase to the Commitment under this Section, (i) the participation interest of each Bank in each outstanding Letter of Credit and in each Swing Line Loan shall be adjusted, and (ii) each New Bank and each Increasing Bank shall make additional Advances available to the Administrative Agent (the proceeds of which shall be paid to the other Banks for assignment of Loans or used in part to refinance expiring Eurodollar Rate Loans) in the amount required to result in the aggregate outstanding Advances of each Bank being equal to its Pro Rata Share of the Commitment, as so increased. (e) The Borrower confirms its obligation pursuant to Section 3.6(f) to repay any breakage fees resulting from the prepayment of any Eurodollar Rate Loans resulting from the Borrower’s request to increase the Commitment under this Section 2.7. (f) This Section shall supersede any provisions in Section 11.2 or 11.8 to the contrary.

Optional Increase to Commitment. (a) Subject to the limitations set forth in this Section, during the Administrative Agent may, at any time period beginning on the 2000 Closing Date and from time to time at the request of Borrower, increase the Commitment by (i) admitting additional Banks hereunder (each a “New Bank”), or (ii) increasing the Exposure of any Bank (each an “Increasing Bank”), subject ending 6 months prior to the following conditions: (i) each New Bank is an Eligible Assignee; (ii) Borrower executes (A) a new Note payable to the order of a New Bank, or (B) a replacement Note payable to the order of an Increasing Bank if such Increasing Bank previously received a Note; (iii) each New Bank executes and delivers to the Administrative Agent an instrument of joinder to this Agreement which is in form and substance acceptable to the Administrative Agent; (iv) after giving effect to the admission of any New Bank or the increase in the Exposure of any Increasing Bank, the Commitment does not exceed $2,000,000,000 less the aggregate amount of reductionsMaturity Date, if any, of the Commitment made pursuant to Sections 2.6 and 2.9(g); (v) each increase in the Commitment shall be in the amount of $50,000,000 or a greater integral multiple of $500,000; (vi) no admission of any New Bank shall increase the Exposure of any existing Bank without the written consent of such Bank; (vii) no Bank shall be an Increasing Bank without the written consent of such Bank; (viii) no Default or Event of Default then exists; , Borrower may from time to time request in writing that the Commitment be increased to an aggregate amount that is not greater than $175,000,000 less Revolving Loan Commitment Increases. Any such increase shall be accomplished by (ixi) the addition of new Banks who qualify as Eligible Assignees that are reasonably acceptable to the Administrative Agent (each, a "New Bank") or (ii) one or more of the existing Banks increasing its Exposure in accordance with the provisions of this Section. Each such increase shall have received from Borrower such documents as it may reasonably request in connection with such increasebe effective, including:if at all, not later than 6 months prior to the Maturity Date. (Ab) Any request under this Section shall be submitted by the Borrower to the Administrative Agent, shall specify the proposed effective date and amount of such increase and be accompanied by (i) a certificate signed by a Responsible Official of the Borrower (x) certifying and attaching the resolutions adopted by Borrower approving or consenting to such increase and (y) certifying Borrower, stating that (1) the representations and warranties contained in Article IV and the other Loan Documents are true and correct on and as of the date of the increase, except to the extent that such representations and warranties specifically refer to an earlier date, and (2) no Default or Event of Default exists as of the date of the increase request or will result from the increase; and requested increase and (Bii) a written consent to the increase in the amount of the Commitment executed by each Guarantor Subsidiary; and (x) Any such increase shall be effective, if at all, as of the date determined by the Administrative Agent and the Borrower. The Administrative Agent shall promptly notify the Banks of the effective date of such increase. (b) Except as set forth in Section 2.7(a), no No consent of the Banks shall be required for an increase in the amount of the Commitment pursuant to this Section 2.7Section. The Administrative Agent shall prepare and circulate to the Borrower and Banks a new Schedule 1.1 after each increase in the Commitment. (c) After No Bank shall be obligated to increase the admission amount of its Exposure, nor shall any Bank have the right to do so unless designated by the Borrower. (d) Each New Bank or designated by the increase in the Exposure of any Increasing Bank, Borrower and reasonably acceptable to the Administrative Agent shall promptly provide to each become an additional party hereto as a New Bank and to Borrower a new Schedule 1.1 concurrently with the effectiveness of the proposed increase in the Commitment upon its execution of an instrument of joinder to this AgreementAgreement which is in form and substance acceptable to the Administrative Agent and which, in any event, contains the representations, warranties, indemnities and other protections afforded to the Administrative Agent and the other Banks which would be granted or made by an Eligible Assignee by means of the execution of an Assignment and Acceptance. (de) Subject to the foregoing, any increase to the Commitment requested under this Section shall be effective as of the effective date proposed by the Borrower (but not later than 6 months prior to the Maturity Date) and shall be in the principal amount equal to (i) the amount that consenting Banks have agreed to assume as increases to the amount of their respective Exposures plus (ii) the amount that any New Banks have agreed to be the amount of their respective Exposures. (f) Concurrently with the effectiveness of any increase to the Commitment under this Section, (i) the participation interest of each Bank in each outstanding Letter of Credit and in each Swing Line Loan shall be adjusted, and (ii) each New Bank and each Increasing existing Bank which has increased its Exposure shall make additional Advances available to the Administrative Agent (the proceeds of which shall be paid to the other Banks or used in part to refinance expiring Eurodollar Rate LIBOR Loans) in the amount required to result in the aggregate outstanding Advances of each Bank being equal to its Pro Rata Share of the Commitment, as so increased. (eg) The Borrower confirms (i) its obligation pursuant to Section 3.6(f3.5(d) to repay any breakage fees resulting from the prepayment of any Eurodollar Rate LIBOR Loans resulting from Borrower’s request to increase under this Section, and (ii) that unless the Commitment initial Loans being made by each New Bank and each Bank increasing its Exposure under this Section 2.7are LIBOR Loans being made by all of the Banks in accordance with their respective Pro Rata Shares, then the initial Loans by the New Banks and by each increasing Bank shall be Prime Rate Loans. (fh) This No amount borrowed by the Borrower pursuant to this Section 2.6 may be repaid and reborrowed. (i) Notwithstanding any other provision of this Agreement or the 2000 Revolving Loan Agreement, the Borrower agrees that it will not exercise its rights under this Section 2.6 unless and until the sum (such sum being referred to as "Collective Exposure") of Bank of America's Exposure and its "Exposure" (as defined in the 2000 Revolving Loan Agreement) is reduced to $200,000,000 or less. Thus, Bank of America must first assign or grant participations in at least $43,000,000 of its Collective Exposure before the Borrower may exercise its rights under this Section 2.6. Bank of America agrees to waive any LIBOR breakage fees that may be owing to it (but not to any other Bank) with respect to any assignment or participation by it of the first $43,000,000 of its Collective Exposure. Bank of America may from time to time, in its sole and absolute discretion, waive the application of this Section 2.6(i) with respect to a particular increase in the Commitment pursuant to this Section 2.6, but any such waiver(s) shall supersede any provisions in not affect the continuing enforceability of this Section 11.2 or 11.8 to the contrary2.6(i).

Optional Increase to Commitment. (a) Subject to the limitations set forth in this SectionProvided that no Default or Event of Default then exists, the Administrative Agent Borrowers may, at any time and from time to time at time, request that the request amount of Borrower, increase the Commitment be increased by an aggregate amount not to exceed $135,000,000 pursuant to this Section, provided that the aggregate principal amount of (i) admitting additional Banks hereunder (each a “New Bank”), or (ii) increasing the Exposure of any Bank (each an “Increasing Bank”), subject increases to the following conditions: (i) each New Bank is an Eligible Assignee; (ii) Borrower executes (A) a new Note payable to the order of a New Bank, or (B) a replacement Note payable to the order of an Increasing Bank if such Increasing Bank previously received a Note; (iii) each New Bank executes and delivers to the Administrative Agent an instrument of joinder to this Agreement which is in form and substance acceptable to the Administrative Agent; (iv) after giving effect to the admission of any New Bank or the increase in the Exposure of any Increasing Bank, the Commitment does not exceed $2,000,000,000 less the aggregate principal amount of reductions, if any, of the Commitment made pursuant to Sections 2.6 this Section and 2.9(g);(ii) the aggregate principal amount of Pari Passu Term Debt outstanding at any time shall not exceed $235,000,000. The procedure for any such request shall be as follows: (va) each Borrowers shall notify the Administrative Agent in writing of their request to increase in the Commitment Commitment, which request shall be in specify the amount of $50,000,000 or a greater integral multiple of $500,000; (vi) no admission of any New Bank shall the requested increase to the Exposure of any existing Bank without the written consent of such Bank; (vii) no Bank Commitment and shall be an Increasing Bank without the written consent accompanied by a certificate of such Bank; (viii) a Senior Officer of Borrower that no Default or Event of Default exists;has occurred and remains continuing. (ixb) The Administrative Agent shall promptly forward the request to the Lenders for their consideration. Each Lender may determine, in its sole and absolute discretion, whether or not to participate in the proposed increase to the Commitment and the maximum level of any such participation; provided that the approval of the Lenders as a whole to any increase in the Commitment under this Section shall not be required. (c) As soon as practicable, each Lender shall notify the Administrative Agent shall have received from Borrower such documents as in writing whether or not it may reasonably request wishes to participate in connection with such increase, including: (A) a certificate signed by a Responsible Official increase of the Borrower (x) certifying and attaching Commitment and, if so, the resolutions adopted by Borrower approving or consenting maximum level of such participation. The Lenders shall use their best efforts to respond promptly to such increase and (y) certifying that (1) the representations and warranties contained in Article IV and the other Loan Documents are true and correct on and as of the date of the increase, except to the extent that such representations and warranties specifically refer to an earlier date, and (2) no Default or Event of Default exists as of the date of the increase or will result from the increase; and (B) a written consent to the increase executed by each Guarantor Subsidiary; and (x) Any such increase shall be effective, if at all, as of the date determined by the Administrative Agent and the Borrowerrequest. The Administrative Agent shall promptly notify forward such notifications to Borrower. Any Lender that has not so notified the Banks Administrative Agent within 10 Business Days after receipt of the effective date of such increase. (b) Except as set forth in Section 2.7(a), no consent of the Banks shall be required for an increase in the amount of the Commitment request pursuant to this Section 2.7shall be deemed to have declined to participate. (cd) If the aggregate amount of the maximum levels of participation in the proposed increase to the Commitment set forth in the Lender notifications is equal to or less than the maximum amount requested by Borrowers, then the increase to the Commitment shall be implemented, with each Lender's participation in the increased Commitment at the maximum level indicated in their respective notifications. If the aggregate amount of the maximum levels of participation set forth in the Lender notifications is greater than the requested amount, then the increased Commitment shall be implemented by allocating to each Lender a portion of the increased Commitment that is mutually acceptable to Borrowers and the Administrative Agent. (e) If the aggregate amount of the maximum levels of participation in the proposed Commitment increase set forth in the Lender notifications is less than the maximum amount requested by Borrowers, Borrowers may, at their election, solicit (through the Administrative Agent) any other institutional lender that is an Eligible Assignee and reasonably acceptable to the Administrative Agent to participate in the balance of the requested increase amount. (f) After completion of the admission of any New Bank or the increase in the Exposure of any Increasing Bankforegoing, the Administrative Agent shall promptly provide give written notification to each Bank the Lenders and any new lenders of the increase to Borrower the Commitment which shall thereupon become effective. Concurrently therewith, any new Lender shall execute and deliver a new Schedule 1.1 joinder to this AgreementAgreement in form and substance satisfactory to the Administrative Agent and Borrowers and shall become a Lender for all purposes hereunder. (dg) Concurrently Borrowers shall execute and deliver such new Notes to the Lenders and such amendments to the Collateral Documents as are necessary to reflect the foregoing, and shall arrange for increases in the amounts of the title insurance policies held by the Administrative Agent in an amount equal to the Commitment (as so increased) together with reinsurance acceptable to the effectiveness of Administrative Agent. (h) The Lenders participating in any increase to the Commitment under this Section, (i) the participation interest of each Bank in each outstanding Letter of Credit and in each Swing Line Loan shall be adjusted, and (ii) each New Bank and each Increasing Bank shall make additional Advances available entitled to the Administrative Agent (the proceeds of which shall be paid to the other Banks or used in part to refinance expiring Eurodollar Rate Loans) in the amount required to result in the aggregate outstanding Advances of each Bank being equal to its Pro Rata Share ratable and pari passu benefit of the CommitmentCollateral Documents, as so increasedthe Amended and Restated Parent Guaranty and the Amended and Restated Sibling Guaranty. (e) The Borrower confirms its obligation pursuant to Section 3.6(f) to repay any breakage fees resulting from the prepayment of any Eurodollar Rate Loans resulting from Borrower’s request to increase the Commitment under this Section 2.7. (f) This Section shall supersede any provisions in Section 11.2 or 11.8 to the contrary.

Optional Increase to Commitment. (a) Subject to the limitations set forth in this Section, the Administrative Agent may, at any time and from time to time at the request of the Borrower, increase the Commitment by (i) admitting additional Banks hereunder (each a “New Bank”), or (ii) increasing the Exposure of any Bank (each an “Increasing Bank”), subject to the following conditions: (i) each New Bank is an Eligible Assignee; (ii) the Borrower executes (A) a new Note payable to the order of a New Bank, or (B) a replacement Note payable to the order of an Increasing Bank if such Increasing Bank previously received a Note; (iii) each New Bank executes and delivers to the Administrative Agent an instrument of joinder to this Agreement which is in form and substance acceptable to the Administrative Agent; (iv) after giving effect to the admission of any New Bank or the increase in the Exposure of any Increasing Bank, the Commitment does not exceed $2,000,000,000 125,000,000 less the aggregate amount of reductions, if any, of the Commitment made pursuant to Sections 2.6 and 2.9(g)2.6; (v) each increase in the Commitment shall be in the amount of $50,000,000 5,000,000 or a greater integral multiple of $500,000; (vi) no admission of any New Bank shall increase the Exposure of any existing Bank without the written consent of such Bank; (vii) no Bank shall be an Increasing Bank without the written consent of such Bank; (viii) the Borrower shall offer such increased Commitments to each existing Bank (pursuant to their respective Pro Rata Share) prior to offering any such increased Commitment to any New Bank; provided that, any existing Bank that does not affirmatively accept such offer in writing within 10 Business Days of the date of delivery of written notice thereof shall be presumed to have declined such offer; (ix) no Default or Event of Default existsexists or would result from such increased Commitments (provided that, for the purposes of this condition, compliance with Sections 6.10 and 6.11 shall be determined in accordance with clause (x) below); (ixx) the Borrower satisfies Sections 6.10 and 6.11(b) on a pro forma basis after giving effect to such increased Commitments (which shall be deemed fully drawn for purposes of complying with Section 6.10); (xi) [Intentionally Omitted]; (xii) [Intentionally Omitted]; (xiii) the Administrative Agent shall have received from the Borrower such documents as it may reasonably request in connection with such increase, including: (A) a certificate signed by a Responsible Official Senior Officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase and (y) certifying that (1) the representations and warranties contained in Article IV and the other Loan Documents are true and correct on and as of the date of the increase, except to the extent that such representations and warranties specifically refer to an earlier date, and (2) no Default or Event of Default exists as of the date of the increase or will result from the increase; and (B) a written consent to the increase and reaffirmation of its obligations under the Loan Documents executed by each Guarantor Subsidiary; and (xxiv) Any such increase shall be effective, if at all, as of the date determined by the Borrower subject to the reasonable approval of the Administrative Agent and the BorrowerAgent. The Administrative Agent shall promptly notify the Banks of the effective date of such increase. (b) Except as set forth in Section 2.7(a), no consent of the Banks shall be required for an increase in the amount of the Commitment pursuant to this Section 2.7. (c) After the admission of any New Bank or the increase in the Exposure of any Increasing Bank, the Administrative Agent shall promptly provide to each Bank and to the Borrower a new Schedule 1.1 to this Agreement. (d) Concurrently with the effectiveness of any increase to the Commitment under this Section, (i) the participation interest of each Bank in each outstanding Letter of Credit and in each Swing Line Loan shall be adjusted, and (ii) each New Bank and each Increasing Bank shall make additional Advances available to the Administrative Agent (the proceeds of which shall be paid to the other Banks for assignment of Loans or used in part to refinance expiring Eurodollar Rate Loans) in the amount required to result in the aggregate outstanding Advances of each Bank being equal to its Pro Rata Share of the Commitment, as so increased. (e) The Borrower confirms its obligation pursuant to Section 3.6(f) to repay any breakage fees resulting from the prepayment of any Eurodollar Rate Loans resulting from the Borrower’s request to increase the Commitment under this Section 2.7. (f) This Section shall supersede any provisions in Section 11.2 or 11.8 to the contrary.

Optional Increase to Commitment. (a) Subject to the limitations set forth in this Section, the Administrative Agent may, at any time and from time to time at the request of Borrower, increase the Commitment by by (i) admitting any Person that immediately prior to such admission was not a Bank as additional Banks hereunder (each a an “New Additional Bank”), or (ii) increasing the Exposure of any Bank (each an “Increasing Bank”), subject to the following conditions: (i) each New Additional Bank is an Eligible Assignee; (ii) Borrower executes (A) a new Note payable to the order of a New an Additional Bank, or (B) a replacement Note payable to the order of an Increasing Bank if such Increasing Bank previously received a Note; (iii) each New Additional Bank executes and delivers to the Administrative Agent an instrument of joinder to this Agreement which is in form and substance acceptable to the Administrative Agent; (iv) after giving effect to the admission of any New Additional Bank or the increase in the Exposure of any Increasing Bank, the Commitment does not exceed $2,000,000,000 1,290,000,000 less the aggregate amount of reductions, if any, of the Commitment made pursuant to Sections 2.6 and 2.9(g)2.6; (v) each increase in the Commitment shall be in the amount of $50,000,000 10,000,000 or a greater integral multiple of $500,0001,000,000; (vi) no admission of any New Additional Bank shall increase the Exposure of any existing Bank without the written consent of such Bank; (vii) no Bank shall be an Increasing Bank without the written consent of such Bank; (viii) no Default or Event of Default existsexists or would result from such increased Commitments (provided that for the purposes of this condition, compliance with Sections 6.10 and 6.11 shall be determined in accordance with clauses (x) and (xi) below); (ix) Borrower satisfies Section 6.10 on a pro forma basis after giving effect to such increased Commitments (which shall be deemed fully drawn for purposes of complying with Section 6.10); (x) Borrower satisfies Section 6.11(b) (without giving effect to Section 6.11(a) thereof); (xi) the Administrative Agent shall have received from Borrower such documents as it may reasonably request in connection with such increase, including: (A) a certificate signed by a Responsible Official Senior Officer of the Borrower (x) certifying and attaching the resolutions adopted by Borrower approving or consenting to such increase and (y) certifying that (1) the representations and warranties contained in Article IV and the other Loan Documents are true and correct on and as of the date of the increase, except to the extent that such representations and warranties specifically refer to an earlier date, and (2) no Default or Event of Default exists as of the date of the increase or will result from the increase; and (B) a written consent to the increase and reaffirmation of its obligations under the Loan Documents executed by each Guarantor Subsidiary; and (xxii) Any such increase shall be effective, if at all, as of the date determined by the Administrative Agent and the Borrower. The Administrative Agent shall promptly notify the Banks of the effective date of such increase. (b) Except as set forth in Section 2.7(a), no consent of the Banks shall be required for an increase in the amount of the Commitment pursuant to this Section 2.7. (c) After the admission of any New Additional Bank or the increase in the Exposure of any Increasing Bank, the Administrative Agent shall promptly provide to each Bank and to Borrower a new Schedule 1.1 to this Agreement. (d) Concurrently with the effectiveness of any increase to the Commitment under this Section, (i) the participation interest of each Bank in each outstanding Letter of Credit and in each Swing Line Loan shall be adjusted, and (ii) each New Additional Bank and each Increasing Bank shall make additional Advances available to the Administrative Agent (the proceeds of which shall be paid to the other Banks for assignment of Loans or used in part to refinance expiring Eurodollar Rate Term SOFR Loans) in the amount required to result in the aggregate outstanding Advances of each Bank being equal to its Pro Rata Share of the Commitment, as so increased. (e) The Borrower confirms its obligation pursuant to Section 3.6(f) to repay any breakage fees resulting from the prepayment of any Eurodollar Rate Term SOFR Loans resulting from Borrower’s request to increase the Commitment under this Section 2.7. (f) This Section shall supersede any provisions in Section 11.2 or 11.8 to the contrary.