Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. (a) The Borrower may, by written notice to the Agent from time to time, request Incremental Term Loan Commitments and Incremental Revolving Credit Commitments in amounts that would not cause the limitations set forth in clauses (iii) or (iv) of Section 2.24(c) to be exceeded, from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Agent) and (iii) (x) whether such Incremental Term Loan Commitments are to be Commitments to make Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”) and (y) whether such Incremental Revolving Credit Commitments are to be Extended Dollar Revolving Credit Commitments, Extended Multicurrency Revolving Credit Commitments or commitments to make revolving loans with terms different from the Revolving Loans made pursuant to both such Classes (“Other Revolving Loans”).

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent from at any time after the Closing Date and prior to timethe Term Loan Maturity Date, request on one or more occasions, up to three in the aggregate, Incremental Term Loan Commitments and Incremental Revolving Credit Commitments in amounts that would not cause the limitations set forth in clauses (iii) or (iv) of Section 2.24(c) to be exceeded, from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, (which may or may not include any existing Lender (each of which shall may be entitled to agree or decline to participate in its sole discretiondiscretion if so offered the opportunity to do so)) in an aggregate principal amount not to exceed the sum of (i) $50,000,000 plus (ii) an unlimited amount, so long as, in the case of this clause (ii), after giving pro forma effect to the Borrowing of such Incremental Term Loan and the application of proceeds therefrom (assuming all such Incremental Term Loan Commitments were fully drawn and without “netting” the cash proceeds of any Incremental Term Loans, and after giving pro forma effect to any Permitted Acquisition, Investment or other transaction consummated in connection therewith), the Leverage Ratio shall not exceed 2.50:1.00; provided provided, that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent in its discretion (which approval shall not to be unreasonably withheld, conditioned or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,0005,000,000), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days 15 days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (iii) (x) whether such Incremental Term Loan Commitments are to be Term Commitments to make Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”) and (y) whether such Incremental Revolving Credit Commitments are to be Extended Dollar Revolving Credit Commitments, Extended Multicurrency Revolving Credit Commitments or commitments to make revolving loans with terms different from the Revolving Loans made pursuant to both such Classes (“Other Revolving Loans”).

Increase in Commitments. (a) The Borrower may, by written notice to the Agent from time to time, request Incremental Term Loan Commitments and Incremental Revolving Credit Commitments in amounts that would not cause the limitations set forth in clauses (iii) or (iv) of Section 2.24(c) to be exceeded, from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Agent) and (iii) (x) whether such Incremental Term Loan Commitments are to be Commitments to make Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”) and (y) whether such Incremental Revolving Credit Commitments are to be Extended Dollar Revolving Credit Commitments, Extended Multicurrency Revolving Credit Commitments or commitments to make revolving loans with terms different from the Revolving Loans made pursuant to both such Classes (“Other Revolving Loans”).

Increase in Commitments. (a) The Administrative Borrower may, by written notice to the Administrative Agent from at any time after the Closing Date and prior to timethe Term Loan Maturity Date, request Incremental Term Loan Commitments and and/or Incremental Revolving Credit Commitments in amounts that would not cause the limitations set forth in clauses (iii) or (iv) of Section 2.24(c) to be exceeded, from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) in an aggregate principal amount not to exceed $50,000,000; provided provided, that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval in its reasonable discretion; provided, further, that any Incremental Term Lender or Incremental Revolving Credit Lender that is an Affiliated Lender shall not be unreasonably withheldsubject to the provisions of Section 10.04(c), mutatis mutandis, to the same extent as if the relevant Incremental Commitments and related Obligations had been acquired by such Lender by way of assignment. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000, with increments of $5,000,000 thereafter), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days 15 days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (iii) (x) whether such Incremental Term Loan Commitments are to be Term Commitments to make Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”) ). Notwithstanding anything contained herein to the contrary, it is acknowledged and (y) whether such agreed that all Incremental Revolving Credit Commitments are to be Extended Dollar Revolving Credit Commitments, Extended Multicurrency Commitments and based on the terms and conditions set forth herein for Revolving Credit Commitments or commitments to make revolving loans with terms different from the Revolving Loans made pursuant to both such Classes (“Other and Revolving Loans”).

Increase in Commitments. (a) The Borrower may, by written notice to the Agent from time to time, request Incremental Term Loan Revolving Credit Commitments and Incremental and/or Other Revolving Credit Commitments in amounts that would an aggregate amount not cause to exceed the limitations set forth in clauses (iii) or (iv) of Section 2.24(c) to be exceeded, Incremental Revolving Credit Amount from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that (i) each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld)) and (ii) in no event shall any Incremental 44 Revolving Credit Commitments or Other Revolving Credit Commitments become effective if (x) prior to the Restructuring Date, the effectiveness of such commitments would cause the aggregate amount of Revolving Credit Commitments and Other Revolving Credit Commitments to exceed the principal amount of the Loans guaranteed by the Parent Guarantor pursuant to the Parent Guaranty and (y) the Agent has not received customary legal opinions, board resolutions and other customary closing certificates and closing documentation as required by the relevant Incremental Revolving Credit Assumption Agreement and, to the extent required by the Agent, consistent with those required to be delivered in connection with a Borrowing pursuant to Section 4.01 if prior to the Restructuring Date or Section 4.03 if on or after the Restructuring Date, and such additional customary documents and filings as the Agent may reasonably require. Such notice shall set forth (i) the amount of the Incremental Term Loan Revolving Credit Commitments or Incremental Other Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,00010,000,000 or equal to the remaining Incremental Revolving Credit Amount), (ii) the date on which such Incremental Term Loan Revolving Credit Commitments or Incremental Other Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Agent) and (iii) (x) whether such the Borrower is requesting Incremental Term Loan Commitments are to be Commitments to make Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”) and (y) whether such Incremental Revolving Credit Commitments are to be Extended Dollar Revolving Credit Commitments, Extended Multicurrency Revolving Credit Commitments or commitments to make revolving loans with terms different from the Revolving Loans made pursuant to both such Classes (“Other Revolving Loans”). Without limiting the foregoing, as a further condition precedent to the effectiveness of any Incremental Revolving Credit Commitment and/or Other Revolving Credit Commitment, the Borrower shall deliver to the Agent a certificate of the Borrower dated as of the date on which such Incremental Revolving Credit Commitments or Other Revolving Credit Commitments are requested to become effective signed by a Financial Officer certifying that, before and after giving effect to such Incremental Revolving Credit Commitment and/or Other Revolving Credit Commitment, (x) the representations and warranties set forth in Article III hereof (other than (1) prior to the Restructuring Date, Section 3.04, Section 3.16 and Section 3.17, and (2) on or after the Restructuring Date, Section 3.04) and in each other Loan Document are true and correct in all material respects on and as of the date thereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (y) no Event of Default, or event or condition that would constitute an Event of Default but for the requirement that notice be given or time elapse or both, has occurred and is continuing.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent from at any time after the Closing Date and prior to timethe Term Loan Maturity Date, request on one or more occasions, up to three in the aggregate, Incremental Term Loan Commitments and and/or Incremental Revolving Credit Commitments in amounts that would not cause the limitations set forth in clauses (iii) or (iv) of Section 2.24(c) to be exceeded, from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) in an aggregate principal amount not to exceed $75,000,000; provided provided, that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld)in its reasonable discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000, with increments of $1,000,000 thereafter), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days 15 days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (iii) (x) whether such Incremental Term Loan Commitments are to be Term Commitments to make Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”) ). Notwithstanding anything contained herein to the contrary, it is acknowledged and (y) whether such agreed that all Incremental Revolving Credit Commitments are to be Extended Dollar Revolving Commitments and based on the terms and conditions set forth herein for Revolving Commitments and Revolving Loans. To the extent that any Lender does not agree to participate within five (5) Business Days of the date upon which notice is given to it of the right to participate in any such Incremental Term Loan Commitment or Incremental Revolving Credit CommitmentsCommitment, Extended Multicurrency Revolving Credit Commitments or commitments such Lender shall be deemed to make revolving loans with terms different from the Revolving Loans made pursuant have declined to both such Classes (“Other Revolving Loans”)participate therein.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent from at any time after the Closing Date and prior to timethe Term Loan Maturity Date, request on one or more occasions, up to three in the aggregate, Incremental Term Loan Commitments and and/or Incremental Revolving Credit Commitments in amounts that would not cause the limitations set forth in clauses (iii) or (iv) of Section 2.24(c) to be exceeded, from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) in an aggregate principal amount not to exceed $75,000,000; provided provided, that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld)in its reasonable discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,0005,000,000, with increments of $1,000,000 thereafter), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days 15 days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (iii) (x) whether such Incremental Term Loan Commitments are to be Term Commitments to make Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”) ). Notwithstanding anything contained herein to the contrary, it is acknowledged and (y) whether such agreed that all Incremental Revolving Credit Commitments are to be Extended Dollar Revolving Credit Commitments, Extended Multicurrency Commitments and based on the terms and conditions set forth herein for Revolving Credit Commitments or commitments to make revolving loans with terms different from the Revolving Loans made pursuant to both such Classes (“Other and Revolving Loans”).

Increase in Commitments. (a) The So long as (x) no Default exists or would exist after giving effect to the making of the Incremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds therefrom and (y) after giving effect to the making of the Incremental Term Loans or Incremental Revolving Loans referred to below, and the use of proceeds therefrom, Borrower maywould be in compliance with the Financial Covenant on a pro forma basis on such date and for the most recent fiscal quarter for which financial statements have been delivered in accordance with Section 5.01 after giving effect on a pro forma basis to any related adjustment events, by including any acquisitions or dispositions after the beginning of the relevant calculation period but prior to or simultaneous with the borrowing of such Incremental Term Loans or Incremental Revolving Loans, then upon written notice to the Agent Administrative Agent, Borrower may from time to timetime request (i) additional Term Loans (the “Incremental Term Loans” and the related commitments, request the “Incremental Term Loan Commitments”) and/or (ii) additional revolving loans or, prior to the Revolving Credit Maturity Date, an increase to the existing Revolving Loans (the “Incremental Revolving Loans” (together with the Incremental Term Loans, the “Incremental Loans”) and, together with the related commitments, the “Incremental Revolving Loan Commitments” and, together with the Incremental Term Loan Commitments, the “Incremental Commitments”) up to an aggregate principal amount (other than Replacement Term Loans) not to exceed the sum of (A) $800,000,000 and (B) an amount such that, after giving pro forma effect to such Incremental Loans (and, with respect to any Incremental Revolving Loan Commitments, the full utilization of all such Incremental Revolving Loan Commitment), Borrower’s Secured Leverage Ratio would not exceed 3.50:1.00 less (C) the aggregate principal amount of Incremental Substitute Indebtedness incurred by Borrower and its Subsidiaries; provided that (i) any Incremental Term Loans shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (ii) any Incremental Revolving Loan Commitments shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided, further, that any existing Lender approached to provide all or a portion of the Incremental Term Loans and related commitments or Incremental Revolving Loans and related commitments may elect or decline, in its sole discretion, to provide such loans and commitments. The Incremental Term Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans and (B) other than amortization, pricing and maturity date, shall have the same terms as such Term Loans existing immediately prior to the effectiveness of the amendment creating such Incremental Term Loans; provided that (x) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date and the Incremental Term Loans established pursuant to an Extension Amendment shall not have a final maturity date earlier than the Term Loan Maturity Date applicable to such Class of Term Loans, (y) the Incremental Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the then-remaining Weighted Average Life to Maturity of the Term Loans and the Incremental Term Loans established pursuant to an Extension Amendment shall not have a Weighted Life to Maturity that is shorter than the then-remaining Weighted Average Life to Maturity Applicable to such Class of Term Loans and (z) amortization of Incremental Term Loans shall not be greater than pro rata across the life of the Incremental Term Loans. Any Term Lender or additional bank or financial institution electing to make available an Incremental Term Loan Commitment (an “Incremental Term Lender”) shall become a Lender or make its Incremental Term Loan Commitment available, as the case may be, under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Term Lender and the Administrative Agent, and to any other documentation, in each case on terms and documentation satisfactory to the Administrative Agent and the Lead Arrangers. The Incremental Revolving Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the applicable Revolving Loans and (B) other than, in the case of additional revolving loans, pricing and maturity date, shall have the same terms as Revolving Loans; provided that the Incremental Revolving Loans shall not have a final maturity date earlier than the Revolving Credit Maturity Date and the Incremental Revolving Loans established pursuant to an Extension Amendment shall not have a final maturity date earlier than the Revolving Credit Maturity Date of the applicable Class of Revolving Loans. Any Revolving Lender or additional bank or financial institution electing to make available an Incremental Revolving Commitment (an “Incremental Revolving Lender”) shall become a Lender or make its Incremental Revolving Commitment available, as the case may be, under this Agreement, pursuant to an Incremental Facility Amendment to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Revolving Lender and the Administrative Agent, and to any other documentation, in each case on terms and documentation satisfactory to the Administrative Agent and the Lead Arrangers. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.00.Xx addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans, Revolving Loans, or such other Class of Term Loans or Revolving Loans created pursuant to an Extension Amendment or Incremental Facility Amendment shall be deemed, unless the context otherwise requires, to include references to Term Loans, Revolving Loans or such other Class of Term Loans or Revolving Loans established pursuant to an Extension Amendment or Incremental Facility Amendment, respectively, made pursuant to Incremental Term Loan Commitments and Incremental Revolving Credit Commitments in amounts that would not cause the limitations set forth in clauses (iii) or (iv) of Section 2.24(c) to be exceeded, from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Agent) and (iii) (x) whether such Incremental Term Loan Commitments are to be Commitments to make Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”) and (y) whether such Incremental Revolving Credit Commitments are to be Extended Dollar Revolving Credit Commitments, Extended Multicurrency Revolving Credit Commitments or commitments to make revolving loans with terms different from the Revolving Loans made pursuant to both such Classes (“Other Revolving Loans”)this Agreement.

Increase in Commitments. (a) The Borrower may, by written notice to the Agent from time to time, request Incremental Term Loan Commitments and Incremental Revolving Credit Commitments in amounts that would not cause to exceed the limitations set forth in clauses (iii) Incremental Term Loan Amount or (iv) of Section 2.24(c) to be exceededthe Incremental Revolving Credit Amount, as applicable, from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,0005,000,000 or equal to the remaining Incremental Term Loan Amount or Incremental Revolving Credit Amount, as applicable), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Agent) and (iii) (x) whether such Incremental Term Loan Commitments are to be Term Loan Commitments to make Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”) and (y) whether such Incremental Revolving Credit Commitments are to be Extended Dollar Revolving Credit Commitments, Extended Multicurrency Revolving Credit Commitments or commitments to make revolving loans with terms different from the Revolving Loans made pursuant to both such Classes (“Other Revolving Loans”).

Increase in Commitments. (a) The Borrower may, by written notice to the Agent from time to time, request Incremental Term Loan Commitments and Incremental Revolving Credit Commitments in amounts that would not cause to exceed the limitations set forth in clauses (iii) Incremental Term Loan Amount or (iv) of Section 2.24(c) to be exceededthe Incremental Revolving Credit Amount, as applicable, from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,00010,000,000 or equal to the remaining Incremental Term Loan Amount or Incremental Revolving Credit Amount, as applicable), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Agent) and (iii) (x) whether such Incremental Term Loan Commitments are to be Term Loan Commitments to make Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”) and (y) whether such Incremental Revolving Credit Commitments are to be Extended Dollar Revolving Credit Commitments, Extended Multicurrency Revolving Credit Commitments or commitments to make revolving loans with terms different from the Revolving Loans made pursuant to both such Classes (“Other Revolving Loans”).

Increase in Commitments. (a) The So long as (x) no Default exists or would exist after giving effect to the making of the Incremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds therefrom and (y) after giving effect to the making of the Incremental Term Loans or Incremental Revolving Loans referred to below, and the use of proceeds therefrom, Borrower maywould be in compliance with the Financial Covenant on a pro forma basis on such date and for the most recent fiscal quarter for which financial statements have been delivered in accordance with Section 5.01 after giving effect on a pro forma basis to any related adjustment events, by including any acquisitions or dispositions after the beginning of the relevant calculation period but prior to or simultaneous with the borrowing of such Incremental Term Loans or Incremental Revolving Loans, then upon written notice to the Agent Administrative Agent, Borrower may from time to timetime request (i) additional Term Loans (the “Incremental Term Loans” and the related commitments, request the “Incremental Term Loan Commitments”) and/or (ii) additional revolving loans or, prior to the Revolving Credit Maturity Date, an increase to the existing Revolving Loans (the “Incremental Revolving Loans” (together with the Incremental Term Loans, the “Incremental Loans”) and, together with the related commitments, the “Incremental Revolving Loan Commitments” and, together with the Incremental Term Loan Commitments, the “Incremental Commitments”) up to an aggregate principal amount (other than Replacement Term Loans) not to exceed the sum of (A) $800,000,000 and (B) an amount such that, after giving pro forma effect to such Incremental Loans (and, with respect to any Incremental Revolving Loan Commitments, the full utilization of all such Incremental Revolving Loan Commitment), Borrower’s Secured Leverage Ratio would not exceed 3.50:1.00 less (C) the aggregate principal amount of Incremental Substitute Indebtedness incurred by Borrower and its Subsidiaries (such amount, the “Incremental Cap”); provided that (i) any Incremental Term Loans shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (ii) any Incremental Revolving Loan Commitments shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided, further, that any existing Lender approached to provide all or a portion of the Incremental Term Loans and related commitments or Incremental Revolving Loans and related commitments may elect or decline, in its sole discretion, to provide such loans and commitments. The Incremental Term Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans and (B) other than amortization, pricing and maturity date, shall have the same terms as such Term Loans existing immediately prior to the effectiveness of the amendment creating such Incremental Term Loans; provided that (x) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date and the Incremental Term Loans established pursuant to an Extension Amendment shall not have a final maturity date earlier than the Term Loan Maturity Date applicable to such Class of Term Loans, (y) the Incremental Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the then-remaining Weighted Average Life to Maturity of the Term Loans and the Incremental Term Loans established pursuant to an Extension Amendment shall not have a Weighted Life to Maturity that is shorter than the then-remaining Weighted Average Life to Maturity Applicable to such Class of Term Loans and (z) amortization of Incremental Term Loans shall not be greater than pro rata across the life of the Incremental Term Loans. Any Term Lender or additional bank or financial institution electing to make available an Incremental Term Loan Commitment (an “Incremental Term Lender”) shall become a Lender or make its Incremental Term Loan Commitment available, as the case may be, under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Term Lender and the Administrative Agent, and to any other documentation, in each case on terms and documentation satisfactory to the Administrative Agent and the Lead Arrangers. The Incremental Revolving Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the applicable Revolving Loans and (B) other than, in the case of additional revolving loans, pricing and maturity date, shall have the same terms as Revolving Loans; provided that the Incremental Revolving Loans shall not have a final maturity date earlier than the Revolving Credit Maturity Date and the Incremental Revolving Loans established pursuant to an Extension Amendment shall not have a final maturity date earlier than the Revolving Credit Maturity Date of the applicable Class of Revolving Loans. Any Revolving Lender or additional bank or financial institution electing to make available an Incremental Revolving Commitment (an “Incremental Revolving Lender”) shall become a Lender or make its Incremental Revolving Commitment available, as the case may be, under this Agreement, pursuant to an Incremental Facility Amendment to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Revolving Lender and the Administrative Agent, and to any other documentation, in each case on terms and documentation satisfactory to the Administrative Agent and the Lead Arrangers. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans, Revolving Loans, or such other Class of Term Loans or Revolving Loans created pursuant to an Extension Amendment or Incremental Facility Amendment shall be deemed, unless the context otherwise requires, to include references to Term Loans, Revolving Loans or such other Class of Term Loans or Revolving Loans established pursuant to an Extension Amendment or Incremental Facility Amendment, respectively, made pursuant to Incremental Term Loan Commitments and Incremental Revolving Credit Commitments in amounts that would not cause the limitations set forth in clauses (iii) or (iv) of Section 2.24(c) to be exceeded, from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Agent) and (iii) (x) whether such Incremental Term Loan Commitments are to be Commitments to make Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”) and (y) whether such Incremental Revolving Credit Commitments are to be Extended Dollar Revolving Credit Commitments, Extended Multicurrency Revolving Credit Commitments or commitments to make revolving loans with terms different from the Revolving Loans made pursuant to both such Classes (“Other Revolving Loans”)this Agreement.

Increase in Commitments. (a) The Borrower may, by written notice to the Agent from time to time, request Incremental Term Loan Commitments and Incremental Revolving Credit Commitments in amounts that would not cause to exceed the limitations set forth in clauses (iii) Incremental Term Loan Amount or (iv) of Section 2.24(c) to be exceededthe Incremental Revolving Credit Amount, as applicable, from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,00010,000,000 or equal to the remaining Incremental Term Loan Amount or Incremental Revolving Credit Amount, as applicable), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Agent) and (iii) (x) whether such Incremental Term Loan Commitments are to be Commitments to make Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”) and (y) whether such Incremental Revolving Credit Commitments are to be Extended Dollar Commitments to make Revolving Credit Commitments, Extended Multicurrency Revolving Credit Commitments B Loans or commitments to make revolving loans with terms different from the Revolving B Loans made pursuant to both such Classes (“Other Revolving Loans”).