The Borrowers or any Guarantor or, solely in the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may, by written notice to the Administrative Agent, request the establishment of one or more new tranches of term facilities denominated in Dollars, an Alternative Currency or any other currency agreed to by the applicable Borrower, the Administrative Agent and the providing such New Term Loan Facility (each, a “New Term Loan Facility”) and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request the establishment of one or more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing will have an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing to provide any Incremental Facility, in an aggregate amount not in excess of the sum of # the greater of # $460,000,000 (or a principal amount equal to the Dollar Equivalent of $460,000,000) and # 100% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any amount of Indebtedness incurred pursuant to clause (x)(i) of [Section 8.02(p) and (y)])] an unlimited amount if, after giving effect to the incurrence of such amount, # in case of Incremental Facilities that are secured on a pari passu basis with the Obligations, the First Lien Net Leverage Ratio is less than or equal to 3.50 to 1.00 on a Pro Forma Basis, # in case of Incremental Facilities that are secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00 on a Pro Forma Basis and # in case of Incremental Facilities that are unsecured, the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis (in each case, assuming # the Indebtedness being incurred as of such date of determination would be included in the definition of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included and # any Incremental Revolving Credit Facilities are fully drawn) and, in each instance, for an amount not less than $5,000,000 (or a principal amount equal to the Dollar Equivalent of $5,000,000) individually (or such lesser amount which shall be approved by the Administrative Agent); provided that Incremental Facilities # shall be incurred pursuant to [clause (y) above] prior to utilization of any capacity pursuant to [clause (x) above], # amounts incurred in reliance on [clause (x) above] concurrently with amounts incurred in reliance on [clause (y) above] shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to [clause (y) above] on the same day and # if all or any portion of any Incremental Facility was originally incurred or issued in reliance on [clause (x) above] and thereafter such amount could have been incurred pursuant to [clause (y) above], such amount of such Incremental Facility shall be reclassified, as the applicable Borrower may elect from time to time, as having been incurred pursuant to [clause (y) above] and thereafter shall not count as utilization of [clause (x) above]; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, # Incremental Term Loans may be incurred without regard to any of the foregoing limits to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have been incurred pursuant to this proviso, and # New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that such New Revolving Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments of any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso. Each such notice shall specify # the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the applicable Incremental Facility 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 (or such shorter period otherwise agreed to by the Administrative Agent in its sole discretion), # the identity of each or Affiliate or other Person that is consented to by the Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under [Section 11.06] for an assignment of Loans or Revolving Credit Commitments (any such Affiliate or other Person, a “New Incremental ”) to whom the Borrowers propose any portion of such Incremental Facility be allocated and the amounts of such allocations and # whether such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Credit Facility. Such Incremental Facility shall become effective as of such Increased Amount Date; provided that # no Event of Default or Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility (except that, with respect to this clause (A), solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist), # both before and after giving effect to such Incremental Facility, each of the conditions set forth in [Section 5.02] shall be satisfied and all fees and expenses owing in respect of such increase to the Administrative Agent and the have been paid (except, solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, # with respect to [Section 5.02(a)], such Incremental Facility shall only be subject to customary “funds certain provisions” and # with respect to [Section 5.02(b)], such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist); # any Incremental Facility provided by any New Incremental shall be effected pursuant to one or more joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and the Administrative Agent, each of which shall be recorded in the Register; and # the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.
The Borrowers or any Guarantor or, solely in the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may, by written notice to the Administrative Agent, request the establishment of one or more new tranches of term facilities denominated in Dollars, an Alternative Currency or any other currency agreed to by the applicable Borrower, the Administrative Agent and the providing such New Term Loan Facility (each, a “New Term Loan Facility”) and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request the establishment of one or more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing Lender will have an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing to provide any Incremental Facility, in an aggregate amount not in excess of the sum of # the greater of # $460,000,000 (or a principal amount equal to the Dollar Equivalent of $460,000,000) and # 100% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any amount of Indebtedness incurred pursuant to clause (x)(i) of [Section 8.02(p) and (y)])] an unlimited amount if, after giving effect to the incurrence of such amount, # in case of Incremental Facilities that are secured on a pari passu basis with the Obligations, the First Lien Net Leverage Ratio is less than or equal to 3.50 to 1.00 on a Pro Forma Basis, # in case of Incremental Facilities that are secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00 on a Pro Forma Basis and # in case of Incremental Facilities that are unsecured, the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis (in each case, assuming # the Indebtedness being incurred as of such date of determination would be included in the definition of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included and # any Incremental Revolving Credit Facilities are fully drawn) and, in each instance, for an amount not less than $5,000,000 (or a principal amount equal to the Dollar Equivalent of $5,000,000) individually (or such lesser amount which shall be approved by the Administrative Agent); provided that Incremental Facilities # shall be incurred pursuant to [clause (y) above] prior to utilization of any capacity pursuant to [clause (x) above], # amounts incurred in reliance on [clause (x) above] concurrently with amounts incurred in reliance on [clause (y) above] shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to [clause (y) above] on the same day and # if all or any portion of any Incremental Facility was originally incurred or issued in reliance on [clause (x) above] and thereafter such amount could have been incurred pursuant to [clause (y) above], such amount of such Incremental Facility shall be reclassified, as the applicable Borrower may elect from time to time, as having been incurred pursuant to [clause (y) above] and thereafter shall not count as utilization of [clause (x) above]; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, # Incremental Term Loans may be incurred without regard to any of the foregoing limits to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have been incurred pursuant to this proviso, and # New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that such New Revolving Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments of any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso. Each such notice shall specify # the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the applicable Incremental Facility 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 (or such shorter period otherwise agreed to by the Administrative Agent in its sole discretion), # the identity of each Lender or Affiliate or other Person that is consented to by the Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under [Section 11.06] for an assignment of Loans or Revolving Credit Commitments (any such Affiliate or other Person, a “New Incremental ”Lender”) to whom the Borrowers propose any portion of such Incremental Facility be allocated and the amounts of such allocations and # whether such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Credit Facility. Such Incremental Facility shall become effective as of such Increased Amount Date; provided that # no Event of Default or Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility (except that, with respect to this clause (A), solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist), # both before and after giving effect to such Incremental Facility, each of the conditions set forth in [Section 5.02] shall be satisfied and all fees and expenses owing in respect of such increase to the Administrative Agent and the have been paid (except, solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, # with respect to [Section 5.02(a)], such Incremental Facility shall only be subject to customary “funds certain provisions” and # with respect to [Section 5.02(b)], such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist); # any Incremental Facility provided by any New Incremental Lender shall be effected pursuant to one or more joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and the Administrative Agent, each of which shall be recorded in the Register; and # the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.
The Borrowers or any Guarantor or, solely in the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptableAmount and Terms. Upon notice to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under(which shall promptly notify the applicable Incremental Facility, an “Additional Borrower”) may, by written noticeLenders), the Borrower may from time to the Administrative Agent, request the establishment oftime add one or more new tranches of term loan facilities denominated in Dollars, an Alternative Currency or any other currency agreed to by the applicable Borrower, the Administrative Agent and the providing such New Term Loan Facility (each, a “New Term Loan Facility”) and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility,(each an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”Loan”) and/or request the establishment of one or more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranchethe Aggregate Commitments (which increase may take the form of an increase to the Revolving Credit Commitments (together with any New Revolving Credit Facility,Facility or to the Term Facility (each an “Incremental Revolving Credit Facility” and,Increase”; together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, and each, an “Incremental Loans”Facility”); provided that no existing will have by an obligationamount (the “Incremental Amount”), together with amounts utilized to makeincur any Incremental Facility, nor will the Borrower have any obligation to approach any existing to provide any Incremental Facility, in an aggregate amountEquivalent Debt, not in excess ofexceeding the sum of # the greater of # $460,$480,000,000 (or a principal amount equal to the Dollar Equivalent of $460,000,000) and # 100% of Consolidated EBITDA as of the last day ofBorrower and its Restricted Subsidiaries for the last Test Periodfour quarter period most recently then ended for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any amount of Indebtedness incurred pursuant to clause (x)(i) of [Section 8.02(p) and (y)6.01(a) or (b)])] an unlimited amount if,, as applicable, calculated after giving pro forma effect to the incurrence of such amount, # in caseadditional amount (which shall assume the full amounts of any Incremental Facilities thatIncrease established at such time are secured on a pari passu basis withfully drawn) and the Obligations, the First Lien Net Leverage Ratio is less than or equal to 3.50 to 1.00application of any proceeds thereof on a Pro Forma Basis, plus # an unlimited amount so long as, in the case of Incremental Facilities that are secured on a junior basis tothis clause (B), the Obligations, theConsolidated Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00of the Borrower and its Restricted Subsidiaries as of the last day of the applicable Reference Period, on a Pro Forma Basis andpro forma basis, does not exceed the Consolidated Senior Secured Net Leverage Incurrence Ratio; provided, that # in case of Incremental Facilities that are unsecured,may be incurred under both the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 onpreceding clauses (A) and (B) in a Pro Forma Basis (in each case, assuming #single transaction by first calculating the portion of the Indebtedness being incurred as of such date of determination would be included in the definition of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included and # any Incremental Revolving Credit Facilities are fully drawn) and, in each instance, for an amount not less than $5,000,000 (or a principal amount equalunder clause (B) (without giving effect to the Dollar Equivalent of $5,000,000) individually (or such lesser amount which shall be approved byIndebtedness being incurred under clause (A)) and second calculating the Administrative Agent); provided that Incremental Facilities # shall be incurred pursuant to [clause (y) above] prior to utilization of any capacity pursuant to [clause (x) above], # amounts incurred in reliance on [clause (x) above] concurrently with amounts incurred in reliance on [clause (y) above] shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to [clause (y) above] on the same day and # if all or any portion of any Incremental Facility was originallythe Indebtedness being incurred or issued in reliance on [clause (x) above] and thereafter such amount could have been incurred pursuant to [clause (y) above]under clause (A), such amount of such Incremental Facility shall be reclassified, as(2) the applicable Borrower may elect from time to time, as having been incurred pursuant to [clause (y) above] and thereafter shall not count as utilization of [clause (x) above]; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, # Incremental Term Loans may be incurred without regard to any of the foregoing limits to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have beenused capacity under [clause (B) before] capacity under clause (A) (to the extent compliant therewith) and # in the event that any Incremental Facility (or a portion 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 an 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 have 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 secured shall be secured by any assets other than Collateral, # the interest 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 and the lenders providing such Incremental Term Facility, # other than as expressly provided in this [Section 2.16], any Incremental Term Loan shall be on # terms and conditions substantially identical to, or (taken as a whole) not materially more favorable (as determined by the Borrower in good faith) to the lenders providing such Incremental Term Loan than those applicable to the Term Facility or # such other 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 this proviso,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 # Newany Incremental Increase of the Revolving Credit Facility or the Term Facility shall be on terms identical to and pursuant to the documentation applicable to the 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 incurred without regard(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 and 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 limitssentence, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which any Appropriate Lender is requested to the extent that such New Revolving Credit Facilities are used on or aboutrespond (which shall in no event be less than ten Business Days from the date of incurrencedelivery of such notice to refinance and permanently reduce Revolving Credit Commitmentsthe 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 any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”)requested increase. Any Appropriate Lender not responding within such time period shall be deemed to have been incurred pursuantdeclined to this proviso. Each such noticeincrease its Commitment. No Lender shall specify #have any obligation to increase its Commitment and no consent of any Lender, other than the date (each,Lenders agreeing to provide any portion of an “Increased Amount Date”) on which the applicable Borrower proposes that the applicable Incremental FacilityIncrease, shall be effective, which shallrequired to effectuate an Incremental Increase. Any Lender’s decision to increase its Commitment pursuant hereto may be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period otherwise agreed tomade by the Administrative AgentLender in its sole discretion), # the identity of each or Affiliate or other Person that is consented to by the Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under [Section 11.06] for an assignment of Loans or Revolving Credit Commitments (any such Affiliate or other Person, a “New Incremental ”) to whom the Borrowers propose any portion of such Incremental Facility be allocated and the amounts of such allocations and # whether such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Credit Facility. Such Incremental Facility shall become effective as of such Increased Amount Date; provided that # no Event of Default or Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility (except that, with respect to this clause (A), solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist), # both before and after giving effect to such Incremental Facility, each of the conditions set forth in [Section 5.02] shall be satisfied and all fees and expenses owing in respect of such increase to the Administrative Agent and the have been paid (except, solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, # with respect to [Section 5.02(a)], such Incremental Facility shall only be subject to customary “funds certain provisions” and # with respect to [Section 5.02(b)], such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist); # any Incremental Facility provided by any New Incremental shall be effected pursuant to one or more joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and the Administrative Agent, each of which shall be recorded in the Register; and # the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.absolute discretion.
The Borrowers“(a) Either Borrower may at any time or any Guarantor or, solely infrom time to time after the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptableClosing Date, by notice to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may, by written notice to(whereupon the Administrative Agent,Agent shall promptly deliver a copy to each of the Lenders), # request the establishment of one or more newadditional tranches of term facilities denominated in Dollars, an Alternative Currency or any other currency agreed to byloans (the commitments thereof, the applicable Borrower, the Administrative Agent and the providing such New“Incremental Term Loan Facility (each,Commitment”, the loans thereunder, the “Incremental Term Loans” and a “NewLender making such loans, an “Incremental Term Loan Facility”Lender”) and/or increase# request one or more increases in the principal amount of the Revolving Loan Commitments (each such increase, a “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 Loans, anyLoan is made (and after giving effect thereto) no Default or Event of Default shall exist, (x) (i) the U.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 any Extended Term Loans by requesting new term loan commitments to be added toRevolving Loan Commitment Increases, as applicable, had been outstanding and fully borrowed throughout such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/period (whether or request the establishment of one or more new tranches of Revolving Credit Commitments (each,not a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing will have an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing to provide any Incremental Facility, in an aggregate amount not in excess of the sum of # the greater of # $460,000,000 (or a principal amount equal to the Dollar Equivalent of $460,000,000) and # 100% of Consolidated EBITDA as ofCompliance Date occurred on the last day of such most recently completed fiscal quarter) and # to the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any amountextent such Incremental Term Loans or Revolving Loan Commitment Increases are being incurred in reliance on clause (a) of Indebtedness incurred pursuant to clause (x)(i)the definition of [Section 8.02(p) and (y)])] an unlimited amount if,Maximum Incremental Facilities Amount, after giving effect to any such incurrence, the incurrence of such amount, # in case of Incremental Facilities that are secured on a pari passu basis with the Obligations, theTotal First Lien Net Leverage Ratio isshall be less than or equal to 3.50 to 4.25:1.00 on a Pro Forma Basis,00, determined # in case ofas if all such Incremental Facilities that are secured on a junior basis torank pari passu in right of security with the Obligations,Revolving Loans and the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00Term Loans and # on a Pro Forma Basis and # in case of Incremental Facilities that are unsecured, the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis (in each case, assuming # the Indebtedness being incurred as of such datethe most recently completed period of determination would be included infour consecutive fiscal quarters for which the definition of Consolidated Indebtedness, whetherfinancial statements and certificates required by [Section 8.1(a) or not such Indebtedness would otherwise be included and # any Incremental Revolving Credit Facilities are fully drawn) and, in each instance, for an amount not less than $5,000,000 (or a principal amount equal to(b)])], as the Dollar Equivalent of $5,000,000) individually (or such lesser amount which shall be approved by the Administrative Agent);case may be, have been delivered; provided that Incremental Facilities # shall be incurred pursuant to [clause (y) above] prior to utilizationfor purposes of any capacity pursuant tocalculating the Total First Lien Leverage Ratio and Total Leverage Covenant under this [clause (x) above]], # amounts incurredthe Net Cash Proceeds actually received by any Loan Party in reliance on [clause (x) above] concurrently with amounts incurred in reliance on [clause (y) above]respect of such Incremental Facility shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratiocash or the Fixed Charge Coverage Ratio, as applicable,Cash Equivalents for purposes of calculating any amounts that may be incurred pursuant to [clause (y) above] onclause (a)(ii) of the same daydefinition of “Total First Lien Leverage Ratio” and “Total Leverage Ratio”, # if all or any portion of any Incremental Facility was originally incurred or issued in reliance on [clause (x) above] and thereafter such amount could have been incurred pursuant to [clause (y) above], suchthe aggregate amount of such Incremental Facility shall be reclassified, as the applicable Borrower may elect fromTerm Loans or Revolving Loan Commitment Increases incurred at any time to time, as having been incurred pursuant to [clause (y) above] and thereafter shall not countexceed the Maximum Incremental Facilities Amount as utilization of [clause (x) above]; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein,in effect at such time and # Incremental Term Loans may be incurred without regard todenominated in Dollars or Euros, and Revolving Loan Commitment Increases shall be denominated in Dollars (it being understood that any of the foregoing limitssuch Revolving Loan Commitment Increase may be utilized in Available Currencies as and to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have been incurred pursuant to this proviso, and # New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that such New Revolving Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments of any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso. Each such notice shall specify # the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the applicable Incremental Facility 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 (or such shorter period otherwise agreed to by the Administrative Agent in its sole discretion), # the identity of each or Affiliate or other Person that is consented to by the Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under [Section 11.06] for an assignment of Loans or Revolving Credit Commitments (any such Affiliate or other Person, a “New Incremental ”) to whom the Borrowers propose any portion of such Incremental Facility be allocated and the amounts of such allocations and # whether such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Credit Facility. Such Incremental Facility shall become effective as of such Increased Amount Date; provided that # no Event of Default or Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility (except that, with respect to this clause (A), solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist), # both before and after giving effect to such Incremental Facility, each of the conditions set forth in [Section 5.02] shall be satisfied and all fees and expenses owing in respect of such increase to the Administrative Agent and the have been paid (except, solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, # with respect to [Section 5.02(a)], such Incremental Facility shall only be subject to customary “funds certain provisions” and # with respect to [Section 5.02(b)], such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist); # any Incremental Facility provided by any New Incremental shall be effected pursuant to one or more joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and the Administrative Agent, each of which shall be recorded in the Register; and # the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.herein).”
SECTION # Incremental Facilities. (a) The Borrowers orBorrower and any Guarantor or, solely in the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may, by written notice to the Administrative Agent, request the establishment of one or more new tranches of term facilities denominated in Dollars, an Alternative Currency or any other currency agreed to by the applicable Borrower, the Administrative Agent and the providing(including New ) may from time to time agree that such New shall make, obtain or increase the amount of their Incremental Term Loan Facility (each, a “NewLoans (an “Incremental Term Loan Facility”) and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request the establishment of one or more new tranches of Revolving Credit Commitments (each, a “New(“Increased Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and,Commitments”; together with any Incremental Term Loan Facility, the “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing will have an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing to provide any Incremental Facility, in an aggregate amount not in excess of the sum of # the greater of # $460,000,000 (or a principal amount equal to the Dollar Equivalent of $460,000,000) and # 100% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any amount of Indebtedness incurred pursuant to clause (x)(i) of [Section 8.02(p) and (y)])] an unlimited amount if, after giving effect to the incurrence of such amount, # in case of Incremental Facilities that are secured on a pari passu basis with the Obligations, the First Lien Net Leverage Ratio is less than or equal to 3.50 to 1.00 on a Pro Forma Basis, # in case of Incremental Facilities that are secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00 on a Pro Forma Basis and # in case of Incremental Facilities that are unsecured, the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis (in each case, assuming # the Indebtedness being incurred as of such date of determination would be included in the definition of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included and # any Incremental Revolving Credit Facilities are fully drawn) and, in each instance, for an amount not less than $5,000,000 (or a principal amount equal to the Dollar Equivalent of $5,000,000) individually (or such lesser amount which shall be approved by the Administrative Agent); provided that Incremental Facilities # shall be incurred pursuant to [clause (y) above] prior to utilization of any capacity pursuant to [clause (x) above], # amounts incurred in reliance on [clause (x) above] concurrently with amounts incurred in reliance on [clause (y) above] shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to [clause (y) above] on the same dayby executing and # if all or any portion of any Incremental Facility was originally incurred or issued in reliance on [clause (x) above] and thereafter such amount could have been incurred pursuant to [clause (y) above], such amount of such Incremental Facility shall be reclassified, as the applicable Borrower may elect from time to time, as having been incurred pursuant to [clause (y) above] and thereafter shall not count as utilization of [clause (x) above]; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, # Incremental Term Loans may be incurred without regard to any of the foregoing limits to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have been incurred pursuant to this proviso, and # New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that such New Revolving Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments of any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso. Each such notice shall specify # the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the applicable Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivereddelivering to the Administrative Agent (or such shorter period otherwise agreed to by the Administrative Agent in its sole discretion),an Increased Facility Activation Notice specifying # the identity of each or Affiliate or other Person that is consented to by the Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under [Section 11.06] for an assignment of Loans or Revolving Credit Commitments (any such Affiliate or other Person, a “New Incremental ”) to whom the Borrowers propose any portionamount of such increase, # the applicable Increased Facility Closing Date, # in the case of Incremental Facility be allocated andTerm Loans, # the amounts ofapplicable Incremental Term Maturity Date, # the amortization schedule for such allocationsIncremental Term Loans, and # whetherthe Applicable Margin for such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Credit Facility. Such Incremental Facility shall become effective as of such Increased Amount Date;Loans; provided that # subject to the Borrower’s right to make an LCT Election with respect to any Limited Condition Transaction, in which case, [Section 1.3(b)] shall apply, no Default or Event of Default exists or Default shallwould exist on such Increased Amount Date before or after giving effect to such Incremental Facility (except that,and the incurrence of any Loans thereunder on the applicable Increased Facility Closing Date, (ii)(x) the maturity date of any such Incremental Term Loan Facility shall be no earlier than (but may be the same as) the Latest Term Maturity Date of any Loans or Commitments outstanding as of the time of the issuance thereof, and # the Weighted Average Life to Maturity of any such Incremental Term Loan Facility shall be no shorter than the Weighted Average Life to Maturity (determined without giving effect to voluntary prepayments that reduce amortization of term loans outstanding as of the time of the issuance thereof) of the Existing Tranche A Term Loans, # the interest rates and amortization schedule applicable to any Incremental Term Loan Facility shall be determined by the Borrower and thereunder, # subject to the Borrower’s right to make an LCT Election with respect to this clause (A), solelyany Limited Condition Transaction, in which case, [Section 1.3(b)] shall apply, the Borrower shall be in Pro Forma Compliance with the Financial Covenants (such calculation to be made # assuming in the case of any Incremental Revolving Credit Commitments, that the full amount thereof is to be drawn and # any proceeds of any Incremental Facility shall be disregarded in any netting calculations in determination of such Financial Covenants) and # any Increased Revolving Credit Commitments shall be on terms and pursuant to documentation applicable to the extentRevolving Credit Facility (including the proceeds of suchmaturity date in respect thereof) and any Incremental Term Loan Facility are being or willshall be usedon terms and pursuant to finance a Limited Condition Transaction and ifdocumentation agreed to bybetween the Borrower and the Person providing such Incremental Facility, such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist),Term Loan Facility. Notwithstanding the foregoing, # both before and after giving effect to such Incremental Facility, eachwithout the consent of the conditions set forth in [Section 5.02] shall be satisfied and all fees and expenses owing in respect of such increase to the Administrative Agent and theRequired have been paid (except, solely, the aggregate amount of Incremental Term Loans and Increased Revolving Credit Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, # with respect to [Section 5.02(a)], such Incremental Facility shall only be subject to customary “funds certain provisions”Facilities Amount and # with respect to [Section 5.02(b)], such condition shall be that no Eventwithout the consent of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist); # any Incremental Facility provided by any New Incremental shall be effected pursuant to one or more joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and the Administrative Agent, each of whichincrease effected pursuant to this paragraph shall be recorded in a minimum amount of at least $15,000,000 (or such lesser amount of the Register; and # the BorrowersIncremental Facilities Amount then unused). No Lender shall deliver or causehave any obligation to be deliveredparticipate in any legal opinions or other documents reasonably requested by the Administrative Agentincrease described in connection with any such transaction.this paragraph unless it agrees to do so in its sole discretion.
SECTION # Incremental Facilities. (d) The BorrowersBorrower may on one or any Guarantor or, solely inmore occasions after the case of a New Term LoanSecond Refinancing Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may,Agreement Effective Date, by written notice to the Administrative Agent, request # during the Revolving Availability Period, the establishment of one or more new tranches of term facilities denominated in Dollars, an Alternative Currency or any other currency agreed to by the applicable Borrower, the Administrative Agent and the providing such New Term Loan Facility (each, a “New Term Loan Facility”)Incremental Revolving Commitments and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request# the establishment of one or more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”);Commitments, provided that no existing will have an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing to provide any Incremental Facility, in an aggregate amount of all the Incremental Commitments established hereunder shall not in excess of the sum ofexceed # the greater of # $460,$50,000,000 (or a principalplus # such greater amount equal to the Dollar Equivalent of $460,000,000) and # 100% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any amount of Indebtedness incurred pursuant to clause (x)(i) of [Section 8.02(p) and (y)])] an unlimited amount if, after giving effect to the incurrence of such amount, #that will not result in case of Incremental Facilities that are secured on a pari passu basis with the Obligations, the First Lien NetSecured Leverage Ratio is less than or equal to 3.50 to 1.00 on a Pro Forma Basis, # in case of Incremental Facilities that are secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00Ratio, determined on a Pro Forma Basis and # in case ofgiving effect to such Incremental FacilitiesFacility (assuming that are unsecured, the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis (in each case, assuming # the Indebtedness being incurred as of such date of determination would be included in the definition of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included and #all Revolving Commitments, including any Incremental Revolving Credit Facilities areCommitments, have been fully drawn) and,funded with Revolving Loans and excluding in each instance,the calculation of Available Domestic Cash and Available Foreign Cash for an amount not less than $5,000,000 (or a principal amount equal to the Dollar Equivalentpurposes of $5,000,000) individually (or such lesser amount which shall be approved by the Administrative Agent); provided that Incremental Facilities # shall be incurred pursuant to [clause (y) above] prior to utilization of any capacity pursuant to [clause (x) above], # amounts incurred in reliance on [clause (x) above] concurrently with amounts incurred in reliance on [clause (y) above] shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to [clause (y) above] on the same day and # if all or any portion of any Incremental Facility was originally incurred or issued in reliance on [clause (x) above] and thereafter such amount could have been incurred pursuant to [clause (y) above], such amount of such Incremental Facility shall be reclassified, as the applicable Borrower may elect from time to time, as having been incurred pursuant to [clause (y) above] and thereafter shall not count as utilization of [clause (x) above]; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, # Incremental Term Loans may be incurred without regard to anycash proceeds of the foregoing limits to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, andBorrowings under any such Incremental Term Loans (the “RefinancingRevolving Facility or Incremental Term Loans”) shall be deemedFacility, but not excluding the use of such proceeds) exceeding 3.75 to have been incurred pursuant to this proviso, and # New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that such New Revolving Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments of any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso.1.00. Each such notice shall specify # the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the applicable Incremental FacilityRevolving Commitments or the 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 (or such shorter period otherwiseand # the amount of the Incremental Revolving Commitments or Incremental Term Commitments, as applicable, being requested (it being agreed that # any Lender approached to by the Administrative Agentprovide any Incremental Revolving Commitment or Incremental Term Commitment may elect or decline, in its sole discretion),discretion, to provide such Incremental Revolving Commitment or Incremental Term Commitment and # the identity of each or Affiliate or otherany Person that the Borrower proposes to become an Incremental Lender, if such Person is consented to by the Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under [Section 11.06] for an assignment of Loans or Revolving Credit Commitments (any such Affiliate or other Person,then a “New Incremental ”) to whom the Borrowers propose any portion of such Incremental Facility be allocated and the amounts of such allocations and # whether such Incremental Facility is toLender, must be an Incremental Term Facility or Incremental Revolving Credit Facility. Such Incremental Facility shall become effective as of such Increased Amount Date; provided that # no Event of Default or Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility (except that, with respect to this clause (A), solely to the extent the proceeds of such Incremental Facility are being or willEligible Assignee and must be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist), # both before and after giving effect to such Incremental Facility, each of the conditions set forth in [Section 5.02] shall be satisfied and all fees and expenses owing in respect of such increasereasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, each Issuing Bank and the have been paid (except, solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, # with respect to [Section 5.02(a)], such Incremental Facility shall only be subject to customary “funds certain provisions” and # with respect to [Section 5.02(b)], such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist); # any Incremental Facility provided by any New Incremental shall be effected pursuant to one or more joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and the Administrative Agent, each of which shall be recorded in the Register; and # the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.Swingline Lender).
The Borrowers orAt any Guarantor or, solely intime, the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may,Borrower may by written notice to the Administrative Agent,Agent elect to request an increase to the establishment ofexisting Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and/or to enter into one or more new tranches of term facilities denominated in Dollars, an Alternative Currency or any other currency agreed to byloans (any such tranche, the applicable Borrower, the Administrative Agent and the providing such New Term Loan Facility (each, a “New Term Loan Facility”) and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request the establishment of one or more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together and together with anythe New Revolving Credit Facility,Facility Commitments, if any, the “New Commitments”), by an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing will have an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing to provide any Incremental Facility, in an aggregate amount not in excess of the sum of # the greater of # $460,U.S.$100,000,000 (or a principal amount equal to the Dollar Equivalent of $460,000,000) and # 100% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any amount of Indebtedness incurred pursuant to clause (x)(i) of [Section 8.02(p) and (y)])] an unlimited amount if, after giving effect to the incurrence of such amount, # in case of Incremental Facilities that are secured on a pari passu basis with the Obligations, the First Lien Net Leverage Ratio is less than or equal to 3.50 to 1.00 on a Pro Forma Basis, # in case of Incremental Facilities that are secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00 on a Pro Forma Basis and # in case of Incremental Facilities that are unsecured, the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis (in each case, assuming # the Indebtedness being incurred as of such date of determination would be included in the definitionaggregate or a lesser amount that is an integral multiple of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included and # any Incremental Revolving Credit Facilities are fully drawn) and, in each instance, for an amount not less than $5,U.S.$1,000,000 (or a principal amount equal to the Dollar Equivalent of $5,000,000) individually (or such lesser amount which shall be approvedagreed by the Administrative Agent); provided that Incremental Facilities # shall be incurred pursuant to [clause (y) above] prior to utilization of any capacity pursuant to [clause (x) above], # amounts incurred in reliance on [clause (x) above] concurrently with amounts incurred in reliance on [clause (y) above] shall and not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to [clause (y) above] on the same day and # if all or any portion of any Incremental Facility was originally incurred or issued in reliance on [clause (x) above] and thereafter such amount could have been incurred pursuant to [clause (y) above], such amount of such Incremental Facility shall be reclassified, as the applicable Borrower may elect from time to time, as having been incurred pursuant to [clause (y) above] and thereafter shall not count as utilization of [clause (x) above]; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, # Incremental Term Loans may be incurred without regard to any of the foregoing limits to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have been incurred pursuant to this proviso, and # New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that such New Revolving Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments of any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso. Each suchless than U.S.$5,000,000. Such notice shall specify # the date (each, an(an “Increased Amount Date”) on which the applicable Borrower proposes that the applicableNew Commitments and, in the case of Incremental Facility shall be effective, which shall be a date not less than 10 Business Days afterTerm Loans, the date on which such notice is deliveredfor borrowing, as applicable, be made available. The Borrower shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent (or such shorter period otherwise agreed to by the Administrative Agent in its sole discretion), # the identity of each or Affiliate or other Person that is consented to by the Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under [Section 11.06] for an assignment of Loans or Revolving Credit Commitments (any such Affiliate or other Person,(each, a “New Incremental Revolving Facility Lender,”) an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender) to whom the Borrowers propose any portion of such Incremental Facility beNew Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations and # whether such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Credit Facility. Such Incremental Facility shall become effective as of such Increased Amount Date;allocations; provided that # no Event of Defaultany Lender approached to provide all or Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility (except that, with respect to this clause (A), solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist), # both before and after giving effect to such Incremental Facility, eachportion of the conditions set forth in [Section 5.02] shall be satisfied and all fees and expenses owing in respect of such increase to the Administrative Agent and the have been paid (except, solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, # with respect to [Section 5.02(a)], such Incremental Facility shall only be subject to customary “funds certain provisions” and # with respect to [Section 5.02(b)], such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist); # any Incremental Facility provided by any New Incremental shall be effected pursuant to one or more joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and the Administrative Agent, each of which shall be recorded in the Register; and # the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.Commitments may IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" ""
The Borrowers or any Guarantor or, solely in the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may,Borrower Request. Borrower may by written notice to the Administrative Agent,Agent elect to request the establishment of one or more new tranchesTerm 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 term facilities denominated in Dollars, an Alternative Currencycash netting) any cash constituting proceeds of any Incremental Loan Commitments or any other currency agreed to by the applicable Borrower, the Administrative Agentconcurrent Incremental Equivalent Indebtedness) and the providing such New Term Loan Facility (each, a “New Term Loan Facility”) and/or increase theaggregate 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 Term Loans,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 Extended Term LoansIndebtedness of an acquired person or secured by requesting new term loan commitments toany acquired assets), compliance with the foregoing Secured Leverage Ratio test may be added to such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request the establishment of one or more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing will have an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing to provide any Incremental Facility, in an aggregate amount not in excess of the sum of # the greater of # $460,000,000 (or a principal amount equal to the Dollar Equivalent of $460,000,000) and # 100% of Consolidated EBITDA as ofdetermined on the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any amount of Indebtedness incurred pursuant to clause (x)(i) of [Section 8.02(p) and (y)])] an unlimited amount if, after giving effect to the incurrence of such amount, # in case of Incremental Facilities that are secured on a pari passu basis with the Obligations, the First Lien Net Leverage Ratio is less than or equal to 3.50 to 1.00 on a Pro Forma Basis, # in case of Incremental Facilities that are secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00 on a Pro Forma Basis and # in case of Incremental Facilities that are unsecured, the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis (in each case, assuming # the Indebtedness being incurred as of such date of determination would be included in the definition of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included and # any Incremental Revolving Credit Facilities are fully drawn) and, in each instance, for an amount not less than $5,000,000 (or a principal amount equal to the Dollar Equivalent of $5,000,000) individually (or such lesser amount which shall be approved by the Administrative Agent); provided that Incremental Facilities # shall be incurred pursuant to [clause (y) above] prior to utilization of any capacity pursuant to [clause (x) above], # amounts incurred in reliance on [clause (x) above] concurrently with amounts incurred in reliance on [clause (y) above] shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to [clause (y) above] on the same day and # if all or any portion of any Incremental Facility was originally incurred or issued in reliance on [clause (x) above] and thereafter such amount could have been incurred pursuant to [clause (y) above], such amount of such Incremental Facility shall be reclassified, as the applicable Borrower may elect from time to time, as having been incurred pursuant to [clause (y) above] and thereafter shall not count as utilization of [clause (x) above]; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, # Incremental Term Loans may be incurred without regard to any of the foregoing limits to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or aboutfiscal quarter ended immediately preceding the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on which a dollar-for-dollar basis, and anybinding contract for such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have been incurred pursuant to this proviso, and # New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that such New Revolving Credit Facilities are used onacquisition or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments of any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso.investment is entered into. Each such notice shall specify # the date (each, an “Increased Amount Date”Increase Effective Date) on which the applicable Borrower proposes that the applicable Incremental Facilityincreased 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 (or such shorter period otherwise agreed to by the Administrative Agent in its sole discretion),and # the identity of each or Affiliate or other Person that is consentedperson (which much be a person to by the Administrative Agent (which consent shall notwhom Loans are permitted to be unreasonably withheld) and by the L/C Issuerassigned pursuant to the extent such consent, if any, would be required under [Section 11.06] for an assignment of Loans or Revolving Credit Commitments (any such Affiliate or other Person, a “New Incremental ”Section 9.04(b)) to whom the Borrowers proposeBorrower proposes any portion of such Incremental Facilityincreased or new Commitments be allocated and the amounts of such allocations and # whether such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Credit Facility. Such Incremental Facility shall become effective as of such Increased Amount Date;allocations; provided that # no Event of Defaultany existing Lender approached to provide all or Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility (except that, with respect to this clause (A), solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist), # both before and after giving effect to such Incremental Facility, eachportion of the conditions set forthincreased or new Commitments may elect or decline, in [Section 5.02] shall be satisfied and all fees and expenses owing in respect ofits sole discretion, to provide such increase to the Administrative Agent and the have been paid (except, solely to the extent the proceeds of such Incremental Facility are beingincreased or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, # with respect to [Section 5.02(a)], such Incremental Facility shall only be subject to customary “funds certain provisions” and # with respect to [Section 5.02(b)], such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist); # any Incremental Facility provided by any New Incremental shall be effected pursuant to one or more joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and the Administrative Agent, each of which shall be recorded in the Register; and # the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.new Commitment.
The Borrowers or any Guarantor or, solely inCompany Request. After the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptable toClosing Date the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may,Company may by written notice to the Administrative Agent,Agent request # commitments (each, an “Incremental Term Increase”) to increase the establishmentaggregate principal amount of any existing Term Facility or to establish one or more new tranches of term facilities denominated in Dollars,Term Facilities (each, an Alternative Currency or any other currency agreed to by the applicable Borrower, the Administrative Agent and the providing such New“Incremental Term Loan Facility (each, a “New Term Loan Facility”) and/or # commitments (each, an “Incremental Revolving Increase”) to increase the principal amount of the Term Loans,Revolving Credit Commitments under any Incremental Term Loansexisting Revolving Credit Facility or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request the establishment ofestablish one or more new tranches of Revolving Credit Commitmentsrevolving facilities (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility,Increase, Incremental Term Facility and Incremental Revolving Increase, the “Incremental Facilities” and,) not to exceed the loans thereunder, “Incremental Revolving Credit Loans” and, together withIncremental Cap available at the time any such Incremental Term Loans, “Incremental Loans”);Facility is funded or established, as applicable, from one or more lenders willing to provide such Incremental Facility in their sole discretion; provided that no existing will haveeach new lender under an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing to provide any Incremental Facility, in an aggregate amount not in excess of the sum of # the greater of # $460,000,000 (or a principal amount equal to the Dollar Equivalent of $460,000,000) and # 100% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any amount of Indebtedness incurred pursuant to clause (x)(i) of [Section 8.02(p) and (y)])] an unlimited amount if, after giving effect to the incurrence of such amount, # in case of Incremental Facilities that are secured on a pari passu basis with the Obligations, the First Lien Net Leverage Ratio is less than or equal to 3.50 to 1.00 on a Pro Forma Basis, # in case of Incremental Facilities that are secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00 on a Pro Forma Basis and # in case of Incremental Facilities that are unsecured, the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis (in each case, assuming # the Indebtedness being incurred as of such date of determination would be included in the definition of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included and # any Incremental Revolving Credit Facilities are fully drawn) and, in each instance, for an amount not less than $5,000,000 (or a principal amount equalFacility or Incremental Revolving Increase shall be subject to the Dollar Equivalentapproval of $5,000,000) individually (or such lesser amount which shall be approved by the Administrative Agent); provided that Incremental Facilities # shall be incurred pursuant to [clause (y) above] prior to utilization of any capacity pursuant to [clause (x) above], # amounts incurred in reliance on [clause (x) above] concurrently with amounts incurred in reliance on [clause (y) above]Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratiounreasonably withheld, conditioned or the Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to [clause (y) above] on the same day and # if all or any portion of any Incremental Facility was originally incurred or issued in reliance on [clause (x) above] and thereafter such amount could have been incurred pursuant to [clause (y) above], such amount of such Incremental Facility shall be reclassified, as the applicable Borrower may elect from time to time, as having been incurred pursuant to [clause (y) above] and thereafter shall not count as utilization of [clause (x) above]; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, # Incremental Term Loans may be incurred without regard to any of the foregoing limitsdelayed) to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shallsame would be deemed to have been incurred pursuant to this proviso, and # New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that such New Revolving Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments of any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso.required for an assignment under Section 10.06. Each such notice shall specify # the date (each, an “Increased Amount“Incremental Effective Date”) on which the applicable BorrowerCompany proposes that the applicable Incremental Facility 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 (or such shorter period otherwise agreed toapproved by the Administrative Agent in its sole discretion),Agent) and # the identity of each or Affiliate or other Person that is consented to by the Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under [Section 11.06] for an assignment of Loans or Revolving Credit Commitments (any such Affiliate or other Person, a “New Incremental ”)Eligible Assignee to whom the Borrowers proposeBorrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations and # whetherallocations; provided that any existing Lender approached to provide all or a portion of the Incremental Facility may elect or decline, in its sole discretion, to provide such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Credit Facility. SuchEach Incremental Facility shall become effective asbe in an aggregate amount of $50,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such Increased Amount Date; provided that # no Eventamount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Default or Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility (except that, with respect to this clause (A), solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist), # both before and after giving effect to such Incremental Facility, each of the conditionsFacilities set forth in [Section 5.02] shall be satisfied and all fees and expenses owing in respect of such increase to the Administrative Agent and the have been paid (except, solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, # with respect to [Section 5.02(a)], such Incremental Facility shall only be subject to customary “funds certain provisions” and # with respect to [Section 5.02(b)], such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist); # any Incremental Facility provided by any New Incremental shall be effected pursuant to one or more joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and the Administrative Agent, each of which shall be recorded in the Register; and # the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.above).
The Borrowers or any Guarantor or, solely in the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicableSection # Incremental Facility, an “Additional Borrower”) may,Facility. (a) Borrower may by written notice to the Administrative Agent,Agent elect to request prior to the establishment ofMaturity Date, one or more new tranches of term facilities denominated in Dollars,increases to the existing Revolving Commitments (any such increase, the New Commitments), by an Alternative Currency or any other currency agreed to by the applicable Borrower, the Administrative Agent and the providing such New Term Loan Facility (each, a “New Term Loan Facility”) and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request the establishment of one or more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing will have an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing to provide any Incremental Facility, in an aggregate amount not in excess of the sum of # the greater of # $460,000,000 (or a principal amount equal to the Dollar Equivalent of $460,000,000) and # 100% of Consolidated EBITDAIncremental Available Amount (determined as of the last daydate of effectiveness of such New Commitments; provided that, in the last Test Period forcase of any New Commitments the proceeds of which financial statements have been delivered pursuantare to Section 7.01 at any time outstanding, less any amountbe used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of Indebtedness incurred pursuant to clause (x)(i) of [Section 8.02(p) and (y)])] an unlimited amount if, after giving effectsuch New Commitments, to the incurrence ofextent agreed to by the Borrower and the Lenders providing such amount, # in case of Incremental Facilities that are secured on a pari passu basis withNew Commitments, the Obligations, the First LienSenior Net Leverage RatioRatio, for purposes of determining the Incremental Available Amount, shall be determined on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is less than or equal to 3.50 to 1.00 on a Pro Forma Basis, # in case of Incremental Facilities that are secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00 on a Pro Forma Basis and # in case of Incremental Facilities that are unsecured, the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis (in each case, assuming # the Indebtedness being incurred as of such date of determination would be includedsigned) in the definition of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be includedaggregate and # any Incremental Revolving Credit Facilities are fully drawn) and, in each instance, for an amount not less than $5,$25,000,000 (or a principal amount equal to the Dollar Equivalent of $5,000,000) individually (or such lesser amount which shall be approved by the Administrative Agent); providedAgent or such lesser amount that shall constitute the difference between the Incremental Facilities # shall be incurred pursuant to [clause (y) above]Available Amount on such date and all such New Commitments obtained prior to utilizationsuch date), and integral multiples of any capacity pursuant to [clause (x) above], # amounts incurred$25,000,000 in reliance on [clause (x) above] concurrently with amounts incurred in reliance on [clause (y) above] shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, for purposesexcess of calculating any amounts that may be incurred pursuant to [clause (y) above] on the same day and # if all or any portion of any Incremental Facility was originally incurred or issued in reliance on [clause (x) above] and thereafter such amount could have been incurred pursuant to [clause (y) above], such amount of such Incremental Facility shall be reclassified, as the applicable Borrower may elect from time to time, as having been incurred pursuant to [clause (y) above] and thereafter shall not count as utilization of [clause (x) above]; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, # Incremental Term Loans may be incurred without regard to any of the foregoing limits to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have been incurred pursuant to this proviso, and # New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that such New Revolving Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments of any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso.amount. Each such notice shall specify # the date (each, an “IncreasedIncreased Amount Date”Date) on which the applicable Borrower proposes that the applicable Incremental FacilityNew 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 (or such shorter period otherwise agreed to byand which may be contingent upon the Administrative Agent in its sole discretion),closing of an acquisition or other transaction and # the identity of each [[Lenders:Organization C:Organization]] or Affiliate or other Person that is consentedan eligible assignee under [Section 9.04(b)], subject to approval thereof by the Administrative Agent (which consent shalland the Issuing Banks in the case of a Person that is not be unreasonably withheld) and by the L/C Issuera [[Organization C:Organization]], to the extent such consent, if any, would beapproval is required under [Section 11.06] forin the case of an assignment of Loansto such Person pursuant to such [Section 9.04(b)] (such approval not to be unreasonably withheld or Revolving Credit Commitments (any such Affiliate or other Person,delayed) (each, a “New IncrementalNew [[Lenders:Organization C:Organization]]”), to whom the Borrowers proposeBorrower proposes any portion of such Incremental FacilityNew Commitments be allocated and the amounts of such allocations and # whether(it being understood that the identity of such Incremental Facility isLenders 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 [[Organization C:Organization]] approached to be an Incremental Term Facilityprovide all or Incremental Revolving Credit Facility.a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such Incremental FacilityNew Commitments shall become effective as of such Increased Amount Date; provided that # no Event of Default or Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility (except that, with respect to this clause (A), solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist), # both before and after giving effect to such Incremental Facility,New Commitments, each of the conditions set forth in [Section 5.4.02] shall be satisfied and all fees and expenses owing(provided that, in respectthe case of such increase to the Administrative Agent and the have been paid (except, solely to the extentany New Commitments the proceeds of such Incremental Facilitywhich are being or willto be used primarily to financeconsummate a Limited Condition Transaction and ifConditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such Incremental Facility,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 [Section 5.02(a)], such Incremental Facility shall only be subject to customary “funds certain provisions” and # with respect to [Section 5.02(b)],Limited Conditionality Acquisition is signed (provided that, on the date such condition shall be thatNew Commitments are effective, no Specified Event of Default under [Section 9.01(a), (f)shall exist or (g)]result therefrom))])] hereunder shall exist); # any Incremental Facility provided by anythe New Incremental Commitments shall be effected pursuant to one or more joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent andJoinder Agreements executed and delivered by a Borrower (or Additional Borrower, if applicable)the New Lenders and the Administrative Agent, and each of which shall be recorded in the Register;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 # the BorrowersBorrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative AgentAgent, the New Lenders or the Issuing Banks in connection with any such transaction.
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