Borrower Request. Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new Term Commitments (each, an Incremental Term Loan Commitment) or, prior to the Revolving Facility Commitment Termination Date, one or more increases in the Revolving Commitments (any such increase, an Incremental Revolving Commitment and, together with the Incremental Term Loan Commitments, the Incremental Loan Commitments) so long as before and after giving effect to any such Incremental Loan Commitments on a Pro Forma Basis, the Secured Leverage Ratio does not exceed 1.25 to 1.00 (calculated # as if any Incremental Revolving Commitments were fully drawn on the effective date thereof and # excluding (for purposes of cash netting) any cash constituting proceeds of any Incremental Loan Commitments or concurrent Incremental Equivalent Indebtedness) and the aggregate principal amount of such Class of Incremental Loan Commitments is not less than $25,000,000 individually, and in incremental multiples of $1,000,000 in excess thereof, or otherwise equal to the remaining available balance of the applicable Commitments; provided that at the option of the Borrower in connection with any Incremental Term Loans the proceeds of which are used to finance permitted acquisitions or other permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the fiscal quarter ended immediately preceding the date on which a binding contract for such acquisition or investment is entered into. Each such notice shall specify # the date (each, an Increase Effective Date) on which the Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and # the identity of each person (which much be a person to whom Loans are permitted to be assigned pursuant to Section 9.04(b)) to whom the Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.
Borrower Request.SECTION # Incremental Facilities. (d) The Borrower may on one or more occasions after the Second Refinancing Facility Agreement Effective Date, by written notice to the Administrative Agent elect toAgent, request # during the Revolving Availability Period, the establishment of one Incremental Revolving Commitments and/or more new# the establishment of Incremental Term Commitments, provided that the aggregate amount of all the Incremental Commitments (each, an Incremental Term Loan Commitment) or, prior to the Revolving Facility Commitment Termination Date, one or more increasesestablished hereunder shall not exceed # $50,000,000 plus # such greater amount that will not result in the Revolving Commitments (any such increase, an Incremental Revolving Commitment and, together with the Incremental Term Loan Commitments, the Incremental Loan Commitments) so long as before and after giving effect to any such Incremental Loan CommitmentsFirst Lien Secured Leverage Ratio, determined on a Pro Forma Basis,Basis giving effect to such Incremental Facility (assuming that all Revolving Commitments, including any Incremental Revolving Commitments, have been fully funded with Revolving Loans and excluding in the calculation of Available Domestic Cash and Available Foreign Cash for purposes of the First Lien Secured Leverage Ratio does not exceed 1.25 to 1.00 (calculated # as ifthe cash proceeds of the Borrowings under any such Incremental Revolving Commitments were fully drawn onFacility or Incremental Term Facility, but not excluding the effective date thereof and # excluding (for purposes of cash netting) any cash constituting proceeds of any Incremental Loan Commitments or concurrent Incremental Equivalent Indebtedness) and the aggregate principal amountuse of such Class of Incremental Loan Commitments is not less than $25,000,000 individually, and in incremental multiples of $1,000,000 in excess thereof, or otherwise equalproceeds) exceeding 3.75 to the remaining available balance of the applicable Commitments; provided that at the option of the Borrower in connection with any Incremental Term Loans the proceeds of which are used to finance permitted acquisitions or other permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the fiscal quarter ended immediately preceding the date on which a binding contract for such acquisition or investment is entered into.1.00. Each such notice shall specify # the date (each, an Increase Effective Date) on which the Borrower proposes that the increasedIncremental Revolving Commitments or new Commitmentsthe Incremental Term Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and # the identityamount of each person (which much be a person to whom Loans are permitted to be assigned pursuant to Section 9.04(b)) to whom the Borrower proposesIncremental Revolving Commitments or Incremental Term Commitments, as applicable, being requested (it being agreed that # any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide allany Incremental Revolving Commitment or a portion of the increased or new CommitmentsIncremental Term Commitment may elect or decline, in its sole discretion, to provide such increasedIncremental Revolving Commitment or new Commitment.Incremental Term Commitment and # any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, each Issuing Bank and the Swingline Lender).
The Borrower Request. Borrower maymay, on no more than five occasions, by written notice to the Administrative Agent elect toAgent, request the establishment of one or more new Term Commitments (each, an Incremental Term Loan Commitment) or, prior to the Revolving Facility Commitment Termination Date,# one or more increases in the amount of the Revolving Commitments (anyof any Class (each such increase, an Incremental“Incremental Revolving Commitment and, together withCommitment Increase”) and/or # the establishment of Incremental Term Commitments (which may be in the form of increases to any existing Term Loans or new Term Loan tranches), in each case in a minimum amount of $5,000,000, provided that the aggregate amount of all the Incremental Revolving Commitment Increases and Incremental Term Loan Commitments,Commitments to be established hereunder on any date shall not exceed the Incremental Loan Commitments) so longsum of # the Incremental Base Amount as before andof such date plus # assuming that the full amount of such Incremental Revolving Commitment Increases and/or such Incremental Term Commitments have been funded as Loans on such date, an additional aggregate amount, such that, after giving pro forma effect to any such Incremental Loan Commitments on a Pro Forma Basis, the Secured Leverage Ratio does not exceed 1.25 to 1.00 (calculated # as ifestablishment of any Incremental Revolving Commitments were fully drawn on the effective date thereof and # excluding (for purposes of cash netting) any cash constituting proceeds of anyCommitment Increases and/or Incremental LoanTerm Commitments or concurrent Incremental Equivalent Indebtedness) and the aggregate principal amountuse of such Class of Incremental Loan Commitments is not less than $25,000,000 individually, and in incremental multiples of $1,000,000 in excessproceeds thereof, or otherwise equal to the remaining available balance of the applicable Commitments; provided that at the option of the Borrower shall be in connection with any Incremental Term Loans the proceedspro forma compliance, recomputed as of which are used to finance permitted acquisitions or other permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to [Section 5.01(a) or 5.01(b)])] (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter ended immediately precedingincluded in the date on whichLatest Financial Statements), with a binding contract forTotal Leverage Ratio that is no greater than 3.50:1.00; provided further that the Borrower may elect to use [clause (B) above] (in whole or in part) prior to using all or a portion of clause (A), or combine the use of clauses (A) and (B), and, if clauses (A) and (B) are available at the time of such acquisition or investment is entered into.incurrence and the Borrower does not make an election, the Borrower will be deemed to have elected to use clause (B) first. Each such notice shall specify # the date (each, an Increase Effective Date) on which the Borrower proposes that the increasedIncremental Revolving Commitment Increases or new Commitmentsthe Incremental Term Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and # the identityamount of each person (which much be a person to whom Loans are permitted to be assigned pursuant to Section 9.04(b)) to whom the Borrower proposesIncremental Revolving Commitment Increase or Incremental Term Commitments, as applicable, being requested (it being agreed that # any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide allany Incremental Revolving Commitment Increase or a portion of the increased or new CommitmentsIncremental Term Commitment may elect or decline, in its sole discretion, to provide such increasedIncremental Revolving Commitment Increase or new Commitment.Incremental Term Commitments, # the Borrower shall not be required to approach existing [[Organization A:Organization]] first to provide any Incremental Revolving Commitment Increase or Incremental Term Commitment or offer any existing [[Organization A:Organization]] a right of first refusal to provide any Incremental Revolving Commitment Increase or Incremental Term Commitment and # any Person that the Borrower proposes to become a Lender under any Incremental Term Commitment or Incremental Revolving Commitment Increase, if such Person is not then a Lender, must be an Eligible Assignee and, if any consent of the Administrative Agent would be required for an assignment of Loans or Commitment to such Lender, must be reasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving Commitment Increase, if any consent of each Issuing Bank would be required for an assignment of Revolving Loans or a Revolving Commitment to such Lender, each Issuing Bank).
BorrowerIncremental Facility Request. Borrower mayThe Borrowers may, by written notice to the Administrative Agent on up to four occasions on or after the Effective Date (but not at any time after an election to extend the Scheduled Revolving Loan Maturity Date pursuant to [Section 3.5(b)]), elect to request # an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Loan Commitments”) and/or # the establishment of one or more new Term Commitments (each, an Incrementalterm loan commitments (the “New Term Loan CommitmentCommitments”, and together with the New Revolving Loan Commitments, the “Incremental Commitments”) or, prior, by an aggregate amount of $400,000,000 that would result in the sum of all Revolving Loan Commitments (both existing Revolving Loan Commitments and New Revolving Loan Commitments) plus all New Term Loan Commitments, if any, not exceeding $1,000,000,000 in the aggregate (each such amount in addition to the Revolving Facility Commitment Termination Date, one or more increases in the Revolving Commitments (any such increase, an Incremental Revolving Commitment and, together with the Incremental Term Loan Commitments, the Incremental Loan Commitments) so long as before and after giving effect to any such Incremental Loan Commitments onas of the Effective Date, a Pro Forma Basis, the Secured Leverage Ratio does not exceed 1.25 to 1.00 (calculated # as if any Incremental Revolving Commitments were fully drawn on the effective date thereof and # excluding (for purposes of cash netting) any cash constituting proceeds of any Incremental Loan Commitments or concurrent Incremental Equivalent Indebtedness)“Facility Increase” and the maximum aggregate principal amount of such Class of Incremental Loan Commitments isincrease, the “Maximum Increase Amount”) and not less than $25,000,000 individually,per request (or such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount and in incrementalthe sum of all such New Revolving Loan Commitments plus New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess thereof, or otherwise equal to the remaining available balance of the applicable Commitments; provided that at the option of the Borrower in connection with any Incremental Term Loans the proceeds of which are used to finance permitted acquisitions or other permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the fiscal quarter ended immediately preceding the date on which a binding contract for such acquisition or investment is entered into.amount. Each such notice shall specify # the date (each, an Increase Effective Date“Increased Amount Date”) on which the Borrower proposesBorrowers propose that the increasedNew Revolving Loan Commitments or new CommitmentsNew Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days, nor more than 30 Business Days after the date on which such notice is delivered to the Administrative Agent and # the identity of each person (which much be[[Organization A:Organization]] or other Person that is an Eligible Assignee (each [[Organization A:Organization]] or other Eligible Assignee who agrees to provide all or a personportion of the New Revolving Loan Commitments being referred to whom Loans are permittedherein as a “New Revolving Loan [[Organization A:Organization]]” and each [[Organization A:Organization]] or other Eligible Assignee who agrees to be assigned pursuantprovide all or portion of the New Term Loan Commitments being referred to Section 9.04(b))herein as a “New Term Loan [[Organization A:Organization]]”, as applicable) to whom the Borrower proposesBorrowers propose any portion of such increasedNew Revolving Loan Commitments or new CommitmentsNew Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that any existing Lender[[Organization A:Organization]] or other Eligible Assignee approached to provide all or a portion of the increasedNew Revolving Loan Commitments or new CommitmentsNew Term Loan Commitments, as applicable, may elect or decline, in its sole discretion, to provide such increased or new Commitment.a New Revolving Loan
Borrower Request.“(a) Either Borrower may at any time or from time to time after the Closing Date, by written notice to the Administrative Agent elect(whereupon the Administrative Agent shall promptly deliver a copy to requesteach of the establishment ofLenders), # request one or more new Term Commitments (each, an Incrementaladditional tranches of term loans (the commitments thereof, the “Incremental Term Loan CommitmentCommitment”, the loans thereunder, the “Incremental Term Loans” and a Lender making such loans, an “Incremental Term Lender”) or, prior to the Revolving Facility Commitment Termination Date,or # request one or more increases in the amount of the Revolving Loan Commitments (any(each such increase, an Incremental Revolving Commitment and, together witha “Revolving Loan Commitment Increase”), provided that # both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan Commitments,is made (and after giving effect thereto) no Default or Event of Default shall exist, (x) (i) the IncrementalU.S. Borrower shall be in compliance with the Total Leverage Covenant determined on a Pro Forma Basis as of the end of the most recently completed fiscal quarter for which the financial statements and certificates required by [Section 8.1(a) or (b)])], as the case may be, have been delivered, in each case, as if such Incremental Term Loans or Revolving Loan Commitments) so longCommitment Increases, as beforeapplicable, had been outstanding and fully borrowed throughout such period (whether or not a Compliance Date occurred on the last day of such most recently completed fiscal quarter) and # to the extent such Incremental Term Loans or Revolving Loan Commitment Increases are being incurred in reliance on clause (a) of the definition of Maximum Incremental Facilities Amount, after giving effect to any such incurrence, the Total First Lien Leverage Ratio shall be less than or equal to 4.25:1.00, determined # as if all such Incremental Loan CommitmentsFacilities rank pari passu in right of security with the Revolving Loans and the Term Loans and # on a Pro Forma Basis,Basis as of the Securedmost recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by [Section 8.1(a) or (b)])], as the case may be, have been delivered; provided that for purposes of calculating the Total First Lien Leverage Ratio doesand Total Leverage Covenant under this [clause (x)], the Net Cash Proceeds actually received by any Loan Party in respect of such Incremental Facility shall not exceed 1.25 to 1.00 (calculated #be included as if any Incremental Revolving Commitments were fully drawn on the effective date thereof and # excluding (forcash or Cash Equivalents for purposes of cash netting) any cash constituting proceedsclause (a)(ii) of any Incremental Loan Commitments or concurrent Incremental Equivalent Indebtedness)the definition of “Total First Lien Leverage Ratio” and “Total Leverage Ratio”, # the aggregate principal amount of such Class of Incremental Loan Commitments is not less than $25,000,000 individually, and in incremental multiples of $1,000,000 in excess thereof, or otherwise equal to the remaining available balance of the applicable Commitments; provided that at the option of the Borrower in connection with any Incremental Term Loans or Revolving Loan Commitment Increases incurred at any time shall not exceed the proceeds of which are used to finance permitted acquisitions or other permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio testMaximum Incremental Facilities Amount as in effect at such time and # Incremental Term Loans may be determined on the last day of the fiscal quarter ended immediately preceding the date on which a binding contract for such acquisitiondenominated in Dollars or investment is entered into. Each such notice shall specify # the date (each, an Increase Effective Date) on which the Borrower proposes that the increased or new CommitmentsEuros, and Revolving Loan Commitment Increases shall be effective, which shalldenominated in Dollars (it being understood that any such Revolving Loan Commitment Increase may be a date not less than 10 Business Days after the date on which such notice is deliveredutilized in Available Currencies as and to the Administrative Agent and # the identity of each person (which much be a person to whom Loans are permitted to be assigned pursuant to Section 9.04(b)) to whom the Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations;extent provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.herein).”
Borrower Request.SECTION # Increase in Revolving Commitments. (a) The Borrower may on one or more occasions during the Availability Period request, by written notice to the Administrative Agent elect to requestAgent, the establishment of one or more new Term Commitments (each, an Incremental Term Loan Commitment) or, prior to the Revolving Facility Commitment Termination Date, one or more increases in the Revolving Commitments (any such increase, an Incremental Revolving Commitment and, together with the Incremental Term Loan Commitments, the Incremental Loan Commitments) so long as before and after giving effect to any such Incremental Loan Commitments on a Pro Forma Basis, the Secured Leverage Ratio does not exceed 1.25 to 1.00 (calculated # as if any Incremental Revolving Commitments were fully drawn on the effective date thereofto be provided by Incremental Lenders and # excluding (for purposes of cash netting) any cash constituting proceeds of anyin connection therewith cause additional Swingline Commitments to be provided by such Incremental Loan Commitments or concurrent Incremental Equivalent Indebtedness) andLenders (not exceeding, in the aggregate principalfor all such new or increased Swingline Commitments, the aggregate amount of such ClassIncremental Commitments); provided, however, that # the amount of each Incremental Loan Commitments is notFacility shall be no less than $25,$75,000,000 individually, and in incremental multiples# the aggregate amount of $1,000,000 in excess thereof, or otherwise equal toall the remaining available balance of the applicable Commitments; provided that at the option of the Borrower in connection with any Incremental Term Loans the proceeds of which are used to finance permitted acquisitions or other permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the fiscal quarter ended immediately preceding the date on which a binding contract for such acquisition or investment is entered into.Revolving Commitments established hereunder shall not exceed $500,000,000. Each such notice shall specify # the date (each, an Increase Effective Date) on which the Borrower proposes that the increased or newIncremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and # the identityamount of each person (which much be a person to whom Loans are permitted to be assigned pursuant to Section 9.04(b)) to whom the Borrower proposesIncremental Revolving Commitments being requested (it being agreed that # any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitmentsany Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such increased or new Commitment.Incremental Revolving Commitment and # any Person other than an existing Lender that the Borrower proposes to become an Incremental Lender shall be subject to the approval of the Administrative Agent and the Swingline Lenders (which approval shall not be unreasonably withheld).
Borrower Request. Borrower may by writtenAmount and Terms. Upon notice to the Administrative Agent elect(which shall promptly notify the Lenders), the Borrower may from time to request the establishment oftime add one or more new tranches of term loan facilities (each an “Incremental Term Loan”) or request an increase in the Aggregate Commitments (each,(which increase may take the form of an Incremental Term Loan Commitment) or, priorincrease to the Revolving Credit Facility Commitment Termination Date, one or more increases into the Revolving Commitments (any such increase,Term Facility (each an Incremental Revolving Commitment and,“Incremental Increase”; together with the Incremental Term Loan Commitments,Loans, and each, an “Incremental Facility”) by an amount (the “Incremental Amount”), together with amounts utilized to incur any Incremental Equivalent Debt, not exceeding the Incremental Loan Commitments) so longsum of # the greater of # $480,000,000 and # 100% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the four quarter period most recently then ended for which financial statements have been delivered pursuant to [Section 6.01(a) or (b)], as before andapplicable, calculated after giving pro forma effect to the incurrence of such additional amount (which shall assume the full amounts of any Incremental Increase established at such Incremental Loan Commitmentstime are fully drawn) and the application of any proceeds thereof on a Pro Forma Basis, plus # an unlimited amount so long as, in the case of this clause (B), the Consolidated Senior Secured Net Leverage Ratio does not exceed 1.25 to 1.00 (calculated # as if any Incremental Revolving Commitments were fully drawn on the effective date thereof and # excluding (for purposes of cash netting) any cash constituting proceeds of any Incremental Loan Commitments or concurrent Incremental Equivalent Indebtedness) and the aggregate principal amount of such Class of Incremental Loan Commitments is not less than $25,000,000 individually, and in incremental multiples of $1,000,000 in excess thereof, or otherwise equal to the remaining available balance of the applicable Commitments; provided that at the option of the Borrower in connection with any Incremental Term Loans the proceedsand its Restricted Subsidiaries as of which are used to finance permitted acquisitions or other permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the fiscal quarter ended immediatelyapplicable Reference Period, on a pro forma basis, does not exceed the Consolidated Senior Secured Net Leverage Incurrence Ratio; provided, that # Incremental Facilities may be incurred under both the preceding clauses (A) and (B) in a single transaction by first calculating the date on whichportion of the Indebtedness being incurred under clause (B) (without giving effect to the Indebtedness being incurred under clause (A)) and second calculating the portion of the Indebtedness being incurred under clause (A), (2) the Borrower shall be deemed to have used capacity under [clause (B) before] capacity under clause (A) (to the extent compliant therewith) and # in the event that any Incremental Facility (or a binding contractportion thereof) incurred under clause (A) subsequently meets the criteria of Indebtedness under clause (B), the Borrower, in its sole discretion, at such time, may reclassify any such Incremental Facility as Indebtedness incurred under clause (B); provided, further, that # any such request for such acquisitionan Incremental Facility shall be in a minimum amount of $25,000,000, # no Incremental Term Loan shall mature earlier than the Latest Maturity Date or investmenthave a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility, # each Incremental Term Loan shall rank pari passu in right of payment, security and voting with the Term Loans, # no Incremental Facility shall be guaranteed by entities other than Subsidiary Guarantors and no Incremental Facility that is entered into. Each such noticesecured shall specifybe secured by any assets other than Collateral, # the date (each, an Increase Effective Date) on whichinterest rate, rate floors, premiums, fees, original issue discount, optional prepayment and redemptions terms and, subject to [clause (ii) above], the amortization schedule, in each case applicable to any Incremental Term Loans shall be determined by the Borrower proposes thatand the increased or new Commitmentslenders providing such Incremental Term Facility, # other than as expressly provided in this [Section 2.16], any Incremental Term Loan shall be effective, which shall beon # terms and conditions substantially identical to, or (taken as a datewhole) not lessmaterially more favorable (as determined by the Borrower in good faith) to the lenders providing such Incremental Term Loan than 10 Business Days afterthose applicable to the date on whichTerm Facility or # such notice is deliveredother terms that are reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) (it being understood that the terms or conditions set forth therein that are more restrictive than the terms and conditions set forth in this Agreement shall be deemed to be reasonably satisfactory to the Administrative Agent if the Lenders of the Term Loans as of the Closing Date receive the benefit of such terms or conditions, which, notwithstanding anything to the contrary in Section 10.01, may be implemented pursuant to an amendment executed by the Administrative Agent and the Borrower), # such Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not a greater than pro rata basis) with the Term Loans in any mandatory prepayment hereunder (provided that any Incremental Term Loans that is a term loan B term facility may provide for an excess cash flow mandatory prepayment on then-current market terms that is not shared with the Term Loans) and # any Incremental Increase of the identity of each person (which muchRevolving Credit Facility or the Term Facility shall be a personon terms identical to whom Loans are permitted to be assignedand pursuant to Section 9.04(b))the documentation applicable to whomthe Revolving Credit Facility or the Term Facility, as applicable (other than with respect to closing date conditions, fees or original issue discount for such Incremental Increase and other terms meant to implement such Incremental Increase that are approved by the Administrative Agent). Incremental Facilities may be (but shall not be required to be) provided by any existing Lender, in each case on terms permitted in this [Section 2.16] and otherwise on terms reasonably acceptable to the Borrower proposesand the Administrative Agent; provided that the Borrower shall not be required to offer or accept commitments from existing Lenders for any Incremental Facility. At the time of sending the notice referred to in the foregoing sentence, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which any Appropriate Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Appropriate Lenders), # Lender Elections to Increase. Each Appropriate Lender who receives a request from the Borrower for an Incremental Increase shall notify the Administrative Agent within the requested time period whether or not it agrees to increase its applicable Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage with respect to the applicable Facility of such requested increase. Any Appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. No Lender shall have any obligation to increase its Commitment and no consent of any Lender, other than the Lenders agreeing to provide any portion of such increased or new Commitmentsan Incremental Increase, shall be allocated and the amounts of such allocations; provided that any existingrequired to effectuate an Incremental Increase. Any Lender’s decision to increase its Commitment pursuant hereto may be made by Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.and absolute discretion.
Borrower Request. Borrower may by writtenRequest for Increase. Provided there exists no Default, upon notice to the Administrative Agent elect(which shall promptly notify the Lenders), may from time to time, request # an increase in the Revolving Credit Facility (each, an “Incremental Revolving Commitment”) by an amount (for all such requests) up to $450,000,000 and/or # the one-time establishment of one or more new Term Commitmentsterm loan commitments (each, an Incremental“Incremental Term Loan CommitmentCommitment”) or, priorby an amount (for all such requests) up to the Revolving Facility Commitment Termination Date, one or more increases in the Revolving Commitments (any such increase, an Incremental Revolving Commitment and, together with the Incremental Term Loan Commitments, the Incremental Loan Commitments) so long as before and after giving effect to$100,000,000; provided that any such Incremental Loan Commitments onrequest for an increase shall be in a Pro Forma Basis, the Secured Leverage Ratio does not exceed 1.25 to 1.00 (calculated # as if any Incremental Revolving Commitments were fully drawn on the effective date thereof and # excluding (for purposes of cash netting) any cash constituting proceeds of any Incremental Loan Commitments or concurrent Incremental Equivalent Indebtedness) and the aggregate principalminimum amount of such Class of Incremental Loan Commitments is not less than $25,000,000 individually, and in incremental multiplesor a whole multiple of $1,$5,000,000 in excess thereof, or otherwise equal to the remaining available balancethereof; and provided, further, that may make a maximum of the applicable Commitments; provided that at the option of the Borrower in connection with any Incremental Term Loans the proceeds of which are used to finance permitted acquisitions or other permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the fiscal quarter ended immediately preceding the date on which a binding contract forsix (6) such acquisition or investment is entered into.requests. Each such notice shall specify # the date (each, an Increase“Increase Effective DateDate”) on which the Borrower proposes that the increased or newIncremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and # the identity of each person (which much be a personEligible Assignee to whom Loans are permitted to be assigned pursuant to Section 9.04(b)) to whom the Borrower proposes any portion of such increased or newIncremental Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or newIncremental Commitments may elect or decline, in its sole discretion, to provide such increased or newIncremental Commitment.
The Borrower Request. Borrower may byshall provide at least 30 days’ written notice to the Administrative Agent elect(who shall promptly provide a copy of such notice to requesteach Lender) of any proposal to establish an Incremental Commitment. The Borrower may also, but is not required to, specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the establishmentprincipal amount of one their Revolving Commitments and/or more new Term Commitments (each, an Incrementalestablish Incremental Term Loan Commitment) or, priorCommitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolving Commitment and/or provide Incremental Term Loan Commitments, as applicable. Each Increasing Lender shall as soon as practicable, and in any case within 15 days following receipt of such notice, specify in a written notice to the Borrower and the Administrative Agent the amount of such proposed Incremental Commitment that it is willing to provide. No Lender (or any successor thereto) shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving Facility Commitment Termination Date, one and/or more increasesestablish an Incremental Term Loan Commitment, and any decision by a Lender to increase its Revolving Commitment and/or establish an Incremental Term Loan Commitment shall be made in its sole discretion independently from any other Lender. Only the consent of each Increasing Lender shall be required for an increase in the aggregate principal amount of the Revolving Commitments (any such increase, an Incremental Revolving Commitment and, together withand/or the Incremental Term Loan Commitments, the Incremental Loan Commitments) so long as before and after giving effectapplicable, pursuant to any such Incremental Loan Commitments on a Pro Forma Basis,this Section. No Lender which declines to increase the Secured Leverage Ratio does not exceed 1.25 to 1.00 (calculated # as if any Incremental Revolving Commitments were fully drawn on the effective date thereof and # excluding (for purposes of cash netting) any cash constituting proceeds of any Incremental Loan Commitments or concurrent Incremental Equivalent Indebtedness) and the aggregate principal amount of such Class ofits Revolving Commitment and/or establish Incremental Term Loan Commitments is not less than $25,000,000 individually,may be replaced with respect to its existing Revolving Commitment (and/or its existing Incremental Term Loans, if any), as a result thereof without such Lender’s consent. If any Lender shall fail to notify the Borrower and the Administrative Agent in incremental multipleswriting about whether it will increase its Revolving Commitment and/or establish an Incremental Term Loan Commitment within 15 days after receipt of $1,000,000such notice, such Lender shall be deemed to have declined the request. The Borrower may in excess thereof,its sole discretion accept some or otherwise equal to the remaining available balanceall of the applicable Commitments; provided that atoffered amounts, reject the option ofoffered amounts entirely (in which case the Borrower in connection with anyproposed Incremental Term Loans the proceeds of which are used to finance permitted acquisitions or other permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the fiscal quarter ended immediately preceding the date on which a binding contract for such acquisition or investment is entered into. Each such notice shall specify # the date (each, an Increase Effective Date) on which the Borrower proposes that the increased or new CommitmentsCommitment shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivereddeemed withdrawn and of no force or effect) or designate new lenders that are acceptable to the Administrative Agent and # the identity of each person (which much be a person to whom Loans are permitted(such approval not to be assigned pursuant tounreasonably withheld) and otherwise permitted under [Section 10.4(b)] as additional Lenders hereunder in accordance with this Section 9.04(b)(the “Additional Lenders”) to whom the Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide, which Additional Lenders may assume all or a portion of such Incremental Commitment. The Borrower and the increased Administrative Agent shall have discretion jointly to adjust the allocation of such Incremental Revolving Commitments and/or newsuch Incremental Term Loans among the Increasing Lenders and the Additional Lenders. The sum of the increase in the Revolving Commitments and the amount of Incremental Term Loan Commitments established (or increased, as the case may elect or decline,be) by the Increasing Lenders plus the Revolving Commitments and the Incremental Term Loan Commitments of the Additional Lenders shall not in its sole discretion, to provide such increased or new Commitment.the aggregate exceed the unsubscribed amount of the Incremental Commitment Amount.
Borrower Request.Section # Incremental Facility. (a) Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new Term Commitments (each, an Incremental Term Loan Commitment) or, prior to the Revolving Facility Commitment TerminationMaturity Date, one or more increases into the existing Revolving Commitments (any such increase, the New Commitments), by an Incremental Revolving Commitment and, togetheramount not in excess of the Incremental Available Amount (determined as of the date of effectiveness of such New Commitments; provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the Incremental Term Loaneffectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, the Incremental Loan Commitments) so long as before and after giving effect to any suchSenior Net Leverage Ratio, for purposes of determining the Incremental Loan Commitments on a Pro Forma Basis, the Secured Leverage Ratio does not exceed 1.25 to 1.00 (calculated # as if any Incremental Revolving Commitments were fully drawnAvailable Amount, shall be determined on the effective date thereof and # excluding (for purposes of cash netting) any cash constituting proceeds of any Incremental Loan Commitments or concurrent Incremental Equivalent Indebtedness) andthe acquisition agreement with respect to such Limited Conditionality Acquisition is signed) in the aggregate principal amount of such Class of Incremental Loan Commitments isand not less than $25,000,000 individually,individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Incremental Available Amount on such date and in incrementalall such New Commitments obtained prior to such date), and integral multiples of $1,$25,000,000 in excess thereof, or otherwise equal to the remaining available balance of the applicable Commitments; provided that at the option of the Borrower in connection with any Incremental Term Loans the proceeds of which are used to finance permitted acquisitions or other permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the fiscal quarter ended immediately preceding the date on which a binding contract for such acquisition or investment is entered into.amount. Each such notice shall specify # the date (each, an Increase EffectiveIncreased Amount Date) on which the Borrower proposes that the increased or newNew Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and # the identity of each person (which much be[[Organization C:Organization]] or other Person that is an eligible assignee under [Section 9.04(b)], subject to approval thereof by the Administrative Agent and the Issuing Banks in the case of a personPerson that is not a [[Organization C:Organization]], to whom Loans are permittedthe extent such approval is required in the case of an assignment to such Person pursuant to such [Section 9.04(b)] (such approval not to be assigned pursuantunreasonably withheld or delayed) (each, a New [[Organization C:Organization]]), to Section 9.04(b)) to whom the Borrower proposes any portion of such increased or newNew Commitments be allocated and the amounts of such allocations;allocations (it being understood that the identity of such Lenders or other Persons may be amended after the date of such notice so long as the approval requirements of this clause (B), if any, are satisfied); provided that any existing Lender[[Organization C:Organization]] approached to provide all or a portion of the increased or newNew Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such increasedIncreased Amount Date; provided that # on such Increased Amount Date before or new Commitment.after giving effect to such New Commitments, each of the conditions set forth in [Section 4.02] shall be satisfied (provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, # the only representations and warranties the accuracy of which shall be a condition to the effectiveness of such New Commitments shall be the Specified Representations, and # the condition set forth in [Section 4.02(b)] shall be tested on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed (provided that, on the date such New Commitments are effective, no Specified Event of Default shall exist or result therefrom)); # the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each New [[Organization C:Organization]] shall be subject to the requirements set forth in Section 2.14; # Borrower shall make any payments required pursuant to Sections 2.12 and 2.133] in connection with the New Commitments; and # Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent, the New Lenders or the Issuing Banks in connection with any such transaction.
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