Common use of New Local Facilities Clause in Contracts

New Local Facilities. (a) The Borrower or any Subsidiary Borrower may at any time or from time to time on or after the Closing Date, by notice to the Administrative Agent, request the Revolving Lenders to designate a portion of their respective Revolving Commitments to make Revolving Extensions of Credit denominated in Dollars and any Optional Currency in a jurisdiction inside or outside of the United States pursuant to a newly established sub-facility under the Revolving Facility (each, a “New Local Facility”); provided that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 as of the last day of the most recently ended fiscal quarter and (iii) if applicable, a Subsidiary Borrower for such new Local Facility shall be designated pursuant to Section 10.9(b); provided further that (i) Letters of Credit and Swingline Loans shall not be issued or made under a New Local Facility unless the Borrower, the Administrative Agent, and, as applicable, the Swingline Lender and the Issuing Lender have agreed and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitment. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 at any time. Each notice from the Borrower pursuant to this Section 2.27 shall set forth the requested amount and proposed terms of the relevant New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the Borrower, the Administrative Agent and such New Local Facility Lender. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Documents, executed by the Loan Parties, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree. No Revolving Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.

New Local Facilities. (a) The Borrower or any Subsidiary Borrower Company may at any time or from time to time on or after the Closing Date, by notice to the Administrative AgentAgent and the Lenders, request the Revolving Lenders with Commitments under any Facility to designate a portion of their respective Revolving such Commitments to make Revolving Extensions of Credit denominated in Dollars and and/or any Optional Currency in a jurisdiction inside or outside of the United States pursuant to a newly established sub-facility or sub-facilities under the Revolving any Facility or a separate revolving facility hereunder (each, a “New Local Facility”); provided provided, that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing; provided, (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 as of the last day of the most recently ended fiscal quarter and (iii) if applicablefurther, a Subsidiary Borrower for such new Local Facility shall be designated pursuant to Section 10.9(b); provided further that (i) Letters of Credit and Swingline Loans shall not be issued or made under a New Local Facility unless the Borrower, the Administrative Agent, and, as applicable, the Swingline Lender and the Issuing Lender have agreed and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving CommitmentCommitment then in effect, and (ii) after giving effect to any such New Local Facility, the Total Brazilian Extensions of Credit shall not exceed the Total Brazilian Commitments then in effect, the Total Domestic Extensions of Credit shall not exceed the Total Domestic Commitments then in effect, the Total Multicurrency Extensions of Credit shall not exceed the Total Multicurrency Commitments and the Extensions of Credit under any other Facility shall not exceed the Commitments then in effect under such Facility. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 at any time25 million. Each notice from the Borrower Company pursuant to this Section 2.27 2.28 shall set forth the requested amount and proposed terms of the relevant New Local Facility and the Facility or Facilities designated by the Company to be reduced as a result of the establishment of such New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments under a designated Facility to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment under such Facility designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the BorrowerLenders; provided, the Administrative Agent and such that no Lender may so reallocate its Commitments to a New Local Facility Lenderif such reallocation would result in amounts being payable by the Company or any Subsidiary Borrower under Section 2.21 or 2.22 unless such Lender changes its Applicable Lending Office to avoid such a result or the Company otherwise consents. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Loan Documents, executed by the Loan Parties, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to Notwithstanding anything in this Agreement and the other Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject Section 2.28 to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree. No Revolving contrary, no Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.

New Local Facilities. (a) The Borrower or any Subsidiary Borrower may at any time or from time to time on or after the Closing Date, by notice to the Administrative AgentAgent and the Revolving Lenders, request the Revolving Lenders to designate a portion of their respective Revolving Commitments to make Revolving Extensions of Credit denominated in Dollars and any Optional Currency in a jurisdiction inside or outside of the United States pursuant to a newly established sub-facility under the Revolving Facility (each, a “New Local Facility”); provided that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, continuing and (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 as of the last day of the most recently ended fiscal quarter and (iii) if applicable, a Subsidiary Borrower for such new Local Facility shall be designated pursuant to Section 10.9(b)quarter; provided further that (i) Letters the Revolving L/C Exposure outstanding as of Credit and Swingline Loans shall not be issued or made under the date of the establishment of a New Local Facility unless shall be deemed to be outstanding under such New Local Facility on a pro rata basis in accordance with the Borroweraggregate Revolving Commitments (it being understood that thereafter, new Revolving L/C Exposure shall not reduce the Administrative Agentavailability under such New Local Facility, and, as applicable, except to the Swingline Lender and the Issuing Lender have agreed extent Letters of Credit are issued thereunder) and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitment. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 at any time. Each notice from the Borrower pursuant to this Section 2.27 2.29 shall set forth the requested amount and proposed terms of the relevant New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the Borrower, the Administrative Agent and such New Local Facility LenderLenders. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Documents, executed by the Loan Parties, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement effect the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree. No Revolving Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.

New Local Facilities. (a) The Borrower or any Subsidiary Borrower Company may at any time or from time to time on or after the Closing Date, by notice to the Administrative AgentAgent and the Lenders, request the Revolving Lenders with Commitments under any Facility to designate a portion of their respective Revolving such Commitments to make Revolving Extensions of Credit denominated in Dollars and and/or any Optional Currency in a jurisdiction inside or outside of the United States pursuant to a newly established sub-facility or sub-facilities under the Revolving any Facility or a separate revolving facility hereunder (each, a “New Local Facility”); provided provided, that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing; provided, (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 as of the last day of the most recently ended fiscal quarter and (iii) if applicablefurther, a Subsidiary Borrower for such new Local Facility shall be designated pursuant to Section 10.9(b); provided further that (i) Letters of Credit and Swingline Loans shall not be issued or made under a New Local Facility unless the Borrower, the Administrative Agent, and, as applicable, the Swingline Lender and the Issuing Lender have agreed and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving CommitmentCommitment then in effect, and (ii) after giving effect to any such New Local Facility, the Total Brazilian Extensions of Credit shall not exceed the Total Brazilian Commitments then in effect, the Total Domestic Extensions of Credit shall not exceed the Total Domestic Commitments then in effect, the Total Multicurrency Extensions of Credit shall not exceed the Total Multicurrency Commitments and the Extensions of Credit under any other Facility shall not exceed the Commitments then in effect under such Facility. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 at any time25 million. Each notice from the Borrower Company pursuant to this Section 2.27 2.25 shall set forth the requested amount and proposed terms of the relevant New Local Facility and the Facility or Facilities designated by the Company to be reduced as a result of the establishment of such New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments under a designated Facility to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment under such Facility designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the BorrowerLenders; provided, the Administrative Agent and such that no Lender may so reallocate its Commitments to a New Local Facility Lenderif such reallocation would result in amounts being payable by the Company or any Subsidiary Borrower under Section 2.18 or 2.19 unless such Lender changes its Applicable Lending Office to avoid such a result or the Company otherwise consents. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Loan Documents, executed by the Loan Parties, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to Notwithstanding anything in this Agreement and the other Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject Section 2.25 to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree. No Revolving contrary, no Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.

New Local Facilities. (a) The Borrower or any Subsidiary Borrower may at any time or from time to time on or after the Closing Date, by notice to the Administrative Agent, request the Revolving Lenders to designate a portion of their respective Revolving Commitments to make Revolving Extensions of Credit denominated in Dollars and any Optional Currency in a jurisdiction inside or outside of the United States pursuant to a newly established sub-facility under the Revolving Facility (each, a “New Local Facility”); provided that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 as of the last day of the most recently ended fiscal quarter and (iii) if applicable, a Subsidiary Borrower for such new Local Facility shall be designated pursuant to Section 10.9(b); provided further that (i) Letters of Credit and Swingline Loans shall not be issued or made under a New Local Facility unless the Borrower, the Administrative Agent, and, as applicable, the Swingline Lender and the Issuing Lender have agreed and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitment. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 200,000,000 at any time. Each notice from the Borrower pursuant to this Section 2.27 shall set forth the requested amount and proposed terms of the relevant New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the Borrower, the Administrative Agent and such New Local Facility Lender. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Documents, executed by the Loan Parties, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree. No Revolving Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.

New Local Facilities. (a) The Borrower or any Subsidiary Borrower may at any time or from time to time on or after the Closing Date, by notice to the Administrative Agent, request the Revolving Lenders to designate a portion of their respective Revolving Commitments to make Revolving Extensions of Credit denominated in Dollars and any Optional Currency in a jurisdiction inside or outside of the United States pursuant to a newly established sub-facility under the Revolving Facility (each, a “New Local Facility”); provided that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 as of the last day of the most recently ended fiscal quarter and (iii) if applicable, a Subsidiary Borrower for such new Local Facility shall be designated pursuant to Section 10.9(b); provided further that (i) Letters of Credit and Swingline Loans shall not be issued or made under a New Local Facility unless the Borrower, the Administrative Agent, and, as applicable, the Swingline Lender and the an Issuing Lender have agreed and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitment. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 at any time. Each notice from the Borrower pursuant to this Section 2.27 shall set forth the requested amount and proposed terms of the relevant New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the Borrower, the Administrative Agent and such New Local Facility Lender. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Documents, executed by the Loan Parties, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree. No Revolving Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.

New Local Facilities. (a) The Borrower or any Subsidiary Borrower may at any time or from time to time on or after the Closing Date, by notice to the Administrative AgentAgent and the Revolving Lenders, request the Revolving Lenders to designate a portion of their respective Revolving Commitments to make Revolving Extensions of Credit denominated in Dollars and any Optional Currency in a jurisdiction inside or outside of the United States pursuant to a newly established sub-facility under the Revolving Facility (each, a “New Local Facility”); provided that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, continuing and (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 Section 7.1 as of the last day of the most recently ended fiscal quarter and quarter; provided further that any (iiii) if applicable, LC Obligations outstanding as of the date of the establishment of a Subsidiary Borrower for such new New Local Facility shall be designated pursuant deemed to Section 10.9(b); provided further be outstanding under such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments (it being understood that (i) thereafter, new LC Obligations shall not reduce the availability under such New Local Facility, except to the extent Letters of Credit and Swingline Loans shall not be are issued or made under a New Local Facility unless the Borrower, the Administrative Agent, and, as applicable, the Swingline Lender and the Issuing Lender have agreed thereunder) and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitment. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 at any time. Each notice from the Borrower pursuant to this Section 2.27 2.23 shall set forth the requested amount and proposed terms of the relevant New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the Borrower, the Administrative Agent and such New Local Facility LenderLenders. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Loan Documents, executed by the Loan Parties, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Fundamental Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement effect the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 5.2 and such other conditions as the parties thereto shall agree. No Revolving Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.

New Local Facilities. (a) The Borrower or any Subsidiary Borrower Company may at any time or from time to time on or after the Closing Date, by notice to the Administrative AgentAgent and the Revolving Lenders, request the Revolving Lenders to designate a portion of their respective Revolving Commitments under any Revolving Facility to make Revolving Extensions of Credit denominated in Dollars one or more of Dollars, Brazilian Real, Chinese Renminbi and any Optional Currency in a jurisdiction inside or outside of the United States pursuant to a newly established sub-facility or sub-facilities under the any Revolving Facility or a separate revolving facility (each, a “New Local Facility”); provided that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 as of the last day of the most recently ended fiscal quarter and (iii) if applicable, a Subsidiary Borrower for such new Local Facility shall be designated pursuant to Section 10.9(b); provided further that (i) Letters of Credit and Swingline Loans shall not be issued or made under a New Local Facility unless the Borrower, the Administrative Agent, and, as applicable, the Swingline Lender and the Issuing Lender have agreed and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitment, and (ii) after giving effect to any such New Local Facility, the Domestic Revolving Extensions of Credit shall not exceed the Domestic Revolving Commitments, the Canadian Revolving Extensions of Credit shall not exceed the Canadian Revolving Commitments and the Multicurrency Revolving Extensions of Credit shall not exceed the Multicurrency Revolving Commitments. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 at any time100,000,000. Each notice from the Borrower Company pursuant to this Section 2.27 2.30 shall set forth the requested amount and proposed terms of the relevant New Local Facility and the Revolving Facility or Facilities designated by the Company to be reduced as a result of the establishment of such New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments under a designated Facility to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment under such Facility designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the Borrower, the Administrative Agent and such Lenders; provided that no Lender may so reallocate its Revolving Commitments to a New Local Facility Lenderif such reallocation would result in amounts being payable by the Company or any Subsidiary Borrower under Section 2.25 or Section 2.26 unless such Lender changes its Applicable Lending Office to avoid such a result or the Company otherwise consents. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Loan Documents, executed by the Loan Parties, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to Notwithstanding anything in this Agreement and the other Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject Section 2.30 to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree. No contrary, no Revolving Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.

New Local Facilities. (a) The Borrower or any Subsidiary Borrower Company may at any time or from time to time on or after the Closing Restatement Effective Date, by notice to the Administrative Agent, request the Revolving Lenders having Commitments of one or more Classes to designate a portion of their respective Revolving Commitments under such Class or Classes to make Revolving Extensions of Credit advances denominated in Dollars and any Optional Currency in a jurisdiction inside one or outside of the United States more foreign currencies not then available under this Agreement (and, if desired, US Dollars) pursuant to a newly established sub-facility under the Revolving Facility separate revolving tranche (each, a “New Local Facility”); provided that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 as of the last day of the most recently ended fiscal quarter and (iii) if applicable, a Subsidiary Borrower for such new Local Facility shall be designated pursuant to Section 10.9(b); provided further that (i) Letters of Credit and Swingline Loans shall not be issued or made under a New Local Facility unless the Borrower, the Administrative Agent, and, as applicable, the Swingline Lender and the Issuing Lender have agreed and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitmentthis Agreement. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 at any time25,000,000. Each notice from the Borrower Company pursuant to this Section 2.27 2.22 shall set forth the requested amount and proposed terms of the relevant New Local Facility (including the currencies in which Loans and, if applicable, Letters of Credit may be requested under such New Local Facility, which currencies shall be lawful foreign currencies for which there is a publicly available Exchange Rate and, if so provided, US Dollars) and the Class or Classes designated by the Company to be reduced as a result of the establishment of such New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments of a designated Class or Classes to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment under such Class or Classes designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the Borrower, the Administrative Agent and such New Local Facility LenderLenders. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Loan Documents, executed by the Loan PartiesCompany, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree. No Revolving Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.

New Local Facilities. (a) The Borrower or any Subsidiary Borrower Company may at any time or from time to time on or after the Closing Date, by notice to the Administrative AgentAgent and the Lenders, request the Revolving Lenders with Commitments under any Facility to designate a portion of their respective Revolving such Commitments to make Revolving Extensions of Credit denominated in Dollars and and/or any Optional Currency in a jurisdiction inside or outside of the United States pursuant to a newly established sub-facility or sub-facilities under the Revolving any Facility or a separate revolving facility (each, a “New Local Facility”); provided provided, that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing; provided, (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 as of the last day of the most recently ended fiscal quarter and (iii) if applicablefurther, a Subsidiary Borrower for such new Local Facility shall be designated pursuant to Section 10.9(b); provided further that (i) Letters of Credit and Swingline Loans shall not be issued or made under a New Local Facility unless the Borrower, the Administrative Agent, and, as applicable, the Swingline Lender and the Issuing Lender have agreed and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitment, and (ii) after giving effect to any such New Local Facility, the Total Domestic Extensions of Credit shall not exceed the Total Domestic Commitments, the Total Multicurrency Extensions of Credit shall not exceed the Total Multicurrency Commitments and the Extensions of Credit under any other Facility shall not exceed the Commitments under such Facility. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 at any time25 million. Each notice from the Borrower Company pursuant to this Section 2.27 2.26 shall set forth the requested amount and proposed terms of the relevant New Local Facility and the Facility or Facilities designated by the Company to be reduced as a result of the establishment of such New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments under a designated Facility to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment under such Facility designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the BorrowerLenders; provided, the Administrative Agent and such that no Lender may so reallocate its Commitments to a New Local Facility Lenderif such reallocation would result in amounts being payable by the Company or any Subsidiary Borrower under Section 2.19 or 2.20 unless such Lender changes its Applicable Lending Office to avoid such a result or the Company otherwise consents. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Loan Documents, executed by the Loan Parties, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to Notwithstanding anything in this Agreement and the other Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject Section 2.26 to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree. No Revolving contrary, no Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.

New Local Facilities. (a) The Borrower or any Subsidiary Borrower Company may at any time or from time to time on or after the Closing Restatement Effective Date, by notice to the Administrative Agent, request the Revolving Lenders having Commitments of one or more Classes to designate a portion of their respective Revolving Commitments under such Class or Classes to make Revolving Extensions of Credit advances denominated in Dollars and any Optional Currency in a jurisdiction inside one or outside of the United States more foreign currencies not then available under this Agreement (and, if desired, US Dollars) pursuant to a newly established sub-facility under the Revolving Facility separate revolving tranche (each, a “New Local Facility”); provided that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 as of the last day of the most recently ended fiscal quarter and (iii) if applicable, a Subsidiary Borrower for such new Local Facility shall be designated pursuant to Section 10.9(b); provided further that (i) Letters of Credit and Swingline Loans shall not be issued or made under a New Local Facility unless the Borrower, the Administrative Agent, and, as applicable, the Swingline Lender and the Issuing Lender have agreed and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitmentthis Agreement. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 at any time25,000,000. Each notice from the Borrower Company pursuant to this Section 2.27 ‎2.22 shall set forth the requested amount and proposed terms of the relevant New Local Facility (including the currencies in which Loans and, if applicable, Letters of Credit may be requested under such New Local Facility, which currencies shall be lawful foreign currencies for which there is a publicly available Exchange Rate and, if so provided, US Dollars) and the Class or Classes designated by the Company to be reduced as a result of the establishment of such New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments of a designated Class or Classes to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment under such Class or Classes designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the Borrower, the Administrative Agent and such New Local Facility LenderLenders. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Loan Documents, executed by the Loan PartiesCompany, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree. No Revolving Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.

New Local Facilities. (a) The Borrower or any Subsidiary Borrower Company may at any time or from time to time on or after the Closing Restatement Effective Date, by notice to the Administrative Agent, request the Revolving Lenders having Commitments of one or more Classes to designate a portion of their respective Revolving Commitments under such Class or Classes to make Revolving Extensions of Credit advances denominated in Dollars and any Optional Currency in a jurisdiction inside one or outside of the United States more foreign currencies not then available under this Agreement (and, if desired, US Dollars) pursuant to a newly established sub-facility under the Revolving Facility separate revolving tranche (each, a “New Local Facility”); provided that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 as of the last day of the most recently ended fiscal quarter and (iii) if applicable, a Subsidiary Borrower for such new Local Facility shall be designated pursuant to Section 10.9(b); provided further that (i) Letters of Credit and Swingline Loans shall not be issued or made under a New Local Facility unless the Borrower, the Administrative Agent, and, as applicable, the Swingline Lender and the Issuing Lender have agreed and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitmentthis Agreement. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 at any timeUS$ 25,000,000 . Each notice from the Borrower Company pursuant to this Section 2.27 2.22 shall set forth the requested amount and proposed terms of the relevant New Local Facility (including the currencies in which Loans and, if applicable, Letters of Credit may be requested under such New Local Facility, which currencies shall be lawful foreign currencies for which there is a publicly available Exchange Rate and, if so provided, US Dollars) and the Class or Classes designated by the Company to be reduced as a result of the establishment of such New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments of a designated Class or Classes to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment under such Class or Classes designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the Borrower, the Administrative Agent and such New Local Facility LenderLenders. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Loan Documents, executed by the Loan PartiesCompany, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree. No Revolving Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.

New Local Facilities. (a) The Borrower or any Subsidiary Borrower may at any time or from time to time on or after the Closing Effective Date, by notice to the Administrative AgentAgent and the Revolving Lenders, request the Revolving Lenders to designate a portion of their respective Revolving Commitments to make Revolving Extensions of Credit denominated in Dollars and any Optional Currency in a jurisdiction inside or outside of the United States pursuant to a newly established sub-facility under the Revolving Facility (each, a “New Local Facility”); provided that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, continuing and (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 as of the last day of the most recently ended fiscal quarter and (iii) if applicable, a Subsidiary Borrower for such new Local Facility shall be designated pursuant to Section 10.9(b)quarter; provided further that (i) Letters the L/C Exposure outstanding as of Credit and Swingline Loans shall not be issued or made under the date of the establishment of a New Local Facility unless shall be deemed to be outstanding under such New Local Facility on a pro rata basis in accordance with the Borroweraggregate Revolving Commitments (it being understood that thereafter, new L/C Exposure shall not reduce the Administrative Agentavailability under such New Local Facility, and, as applicable, except to the Swingline Lender and the Issuing Lender have agreed extent Letters of Credit are issued thereunder) and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitment. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 at any time. Each notice from the Borrower pursuant to this Section 2.27 2.29 shall set forth the requested amount and proposed terms of the relevant New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the Borrower, the Administrative Agent and such New Local Facility LenderLenders. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Documents, executed by the Loan Parties, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement effect the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree. No Revolving Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.

New Local Facilities. (a) The Borrower or any Subsidiary Borrower Company may at any time or from time to time on or after the Closing Date, by notice to the Administrative AgentAgent and the Revolving Lenders, request the Revolving Lenders to designate a portion of their respective Revolving Commitments under any Revolving Facility to make Revolving Extensions of Credit denominated in Dollars and any Optional Currency in a jurisdiction inside or outside of the United States pursuant to a newly established sub-facility or sub-facilities under the any Revolving Facility or a separate revolving facility (each, a “New Local Facility”); provided that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 as of the last day of the most recently ended fiscal quarter and (iii) if applicable, a Subsidiary Borrower for such new Local Facility shall be designated pursuant to Section 10.9(b); provided further that (i) Letters of Credit and Swingline Loans shall not be issued or made under a New Local Facility unless the Borrower, the Administrative Agent, and, as applicable, the Swingline Lender and the Issuing Lender have agreed and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitment, and (ii) after giving effect to any such New Local Facility, the Domestic Revolving Extensions of Credit shall not exceed the Domestic Revolving Commitments, the Canadian Revolving Extensions of Credit shall not exceed the Canadian Revolving Commitments and the Multicurrency Revolving Extensions of Credit shall not exceed the Multicurrency Revolving Commitments. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 at any time100,000,000. Each notice from the Borrower Company pursuant to this Section 2.27 2.30 shall set forth the requested amount and proposed terms of the relevant New Local Facility and the Revolving Facility or Facilities designated by the Company to be reduced as a result of the establishment of such New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments under a designated Facility to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment under such Facility designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the Borrower, the Administrative Agent and such Lenders; provided that no Lender may so reallocate its Revolving Commitments to a New Local Facility Lenderif such reallocation would result in amounts being payable by the Company or any Subsidiary Borrower under Section 2.25 or Section 2.26 unless such Lender changes its Applicable Lending Office to avoid such a result or the Company otherwise consents. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Loan Documents, executed by the Loan Parties, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to Notwithstanding anything in this Agreement and the other Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject Section 2.30 to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree. No contrary, no Revolving Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.

New Local Facilities. (a) The Borrower or any Subsidiary Borrower Company may at any time or from time to time on or after the Closing Date, by notice to the Administrative AgentAgent and the Lenders, request the Revolving Lenders with Commitments under any Facility to designate a portion of their respective Revolving such Commitments to make Revolving Extensions of Credit denominated in Dollars and and/or any Optional Currency in a jurisdiction inside or outside of the United States pursuant to a newly established sub-facility or sub-facilities under the Revolving any Facility or a separate revolving facility hereunder (each, a “New Local Facility”); provided provided, that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing; provided, (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 as of the last day of the most recently ended fiscal quarter and (iii) if applicablefurther, a Subsidiary Borrower for such new Local Facility shall be designated pursuant to Section 10.9(b); provided further that (i) Letters of Credit and Swingline Loans shall not be issued or made under a New Local Facility unless the Borrower, the Administrative Agent, and, as applicable, the Swingline Lender and the Issuing Lender have agreed and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving CommitmentCommitment then in effect, and (ii) after giving effect to any such New Local Facility, the Total Brazilian Extensions of Credit shall not exceed the Total Brazilian Commitments then in effect, the Total Domestic Extensions of Credit shall not exceed the Total Domestic Commitments then in effect, the Total L/C Tranche Extensions of Credit shall not exceed the Total L/C Tranche Commitments then in effect, the Total Multicurrency Extensions of Credit shall not exceed the Total Multicurrency Commitments and the Extensions of Credit under any other Facility shall not exceed the Commitments then in effect under such Facility. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 at any time25 million. Each notice from the Borrower Company pursuant to this Section 2.27 shall set forth the requested amount and proposed terms of the relevant New Local Facility and the Facility or Facilities designated by the Company to be reduced as a result of the establishment of such New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments under a designated Facility to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment under such Facility designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the BorrowerLenders; provided, the Administrative Agent and such that no Lender may so reallocate its Commitments to a New Local Facility Lenderif such reallocation would result in amounts being payable by the Company or any Subsidiary Borrower under Section 2.20 or 2.21 unless such Lender changes its Applicable Lending Office to avoid such a result or the Company otherwise consents. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Loan Documents, executed by the Loan Parties, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to Notwithstanding anything in this Agreement and the other Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject Section 2.27 to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree. No Revolving contrary, no Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.

New Local Facilities. (a) The Borrower or any Subsidiary Borrower Company may at any time or from time to time on or after the Closing Date, by notice to the Administrative AgentAgent and the Lenders, request the Revolving Lenders with Commitments under any Facility to designate a portion of their respective Revolving such Commitments to make Revolving Extensions of Credit denominated in Dollars and and/or any Optional Currency in a jurisdiction inside or outside of the United States pursuant to a newly established sub-facility or sub-facilities under the Revolving any Facility or a separate revolving facility hereunder (each, a “New Local Facility”); provided provided, that (i) both at the time of any such request and upon the effectiveness of any Local Facility Amendment referred to below, no Default or Event of Default shall have occurred and be continuing; provided, (ii) the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.5 and 6.6 as of the last day of the most recently ended fiscal quarter and (iii) if applicablefurther, a Subsidiary Borrower for such new Local Facility shall be designated pursuant to Section 10.9(b); provided further that (i) Letters of Credit and Swingline Loans shall not be issued or made under a New Local Facility unless the Borrower, the Administrative Agent, and, as applicable, the Swingline Lender and the Issuing Lender have agreed and (ii) no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving CommitmentCommitment then in effect, and (ii) after giving effect to any such New Local Facility, the Total Brazilian Extensions of Credit shall not exceed the Total Brazilian Commitments then in effect, the Total Domestic Extensions of Credit shall not exceed the Total Domestic Commitments then in effect, the Total L/C Tranche Extensions of Credit shall not exceed the Total L/C Tranche Commitments then in effect, the Total Multicurrency Extensions of Credit shall not exceed the Total Multicurrency Commitments and the Extensions of Credit under any other Facility shall not exceed the Commitments then in effect under such Facility. Each New Local Facility shall be in a minimum Dollar Equivalent amount of $10,000,000, and the aggregate Dollar Equivalent amounts of the New Local Facilities shall not exceed $250,000,000 at any time25 million. Each notice from the Borrower Company pursuant to this Section 2.27 2.30 shall set forth the requested amount and proposed terms of the relevant New Local Facility and the Facility or Facilities designated by the Company to be reduced as a result of the establishment of such New Local Facility. Revolving Lenders wishing to designate a portion of their Revolving Commitments under a designated Facility to a New Local Facility (each, a “New Local Facility Lender”) shall have such portion of their Revolving Commitment under such Facility designated to such New Local Facility on a pro rata basis in accordance with the aggregate Revolving Commitments of the other applicable New Local Facility Lenders unless otherwise agreed by the BorrowerLenders; provided, the Administrative Agent and such that no Lender may so reallocate its Commitments to a New Local Facility Lenderif such reallocation would result in amounts being payable by the Company or any Subsidiary Borrower under Section 2.23 or 2.24 unless such Lender changes its Applicable Lending Office to avoid such a result or the Company otherwise consents. The designation of Revolving Commitments to any New Local Facility shall be made pursuant to an amendment (each, a “Local Facility Amendment”) to this Agreement and, as appropriate, the other Fundamental Loan Documents, executed by the Loan Parties, the Administrative Agent and each New Local Facility Lender. Any Local Facility Amendment may, without the consent of any other Lenders, effect such amendments to Notwithstanding anything in this Agreement and the other Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which shall be made available to each Lender. The effectiveness of any Local Facility Amendment shall be subject Section 2.30 to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree. No Revolving contrary, no Lender shall be obligated to transfer any portion of its Revolving Commitments to a New Local Facility unless it so agrees.