Request for an Incremental Term Facility Sample Clauses

Request for an Incremental Term Facility. At the request of the Company to the Administrative Agent, and without the consent of any Lender, on one or more occasions, an increase in the aggregate principal amount of any existing Term Facility or a separate tranche of term loan commitments and term loans may be established under this Credit Agreement; provided that at the time of such request, upon the effectiveness of any Incremental Term Supplement referred to below, and at the time any Incremental Term Loan is made (and after giving full pro forma effect to the incurrence thereof and the application of proceeds thereof), the aggregate principal amount of all Incremental Facilities shall not exceed the sum of (x) the greater of (A) $300,000,000 and (B) 100% of Adjusted Operating Income for the most recently completed four fiscal quarter period for which financial statements were required to have been delivered pursuant to Section 7.01, plus (y) an aggregate additional amount of Indebtedness such that, after giving pro forma effect to such incurrence or issuance, the Company shall have a Total Leverage Ratio of no greater than 5.00:1.00; provided, further, that at the time of such request, upon the effectiveness of any Incremental Term Supplement referred to below, and at the time any Incremental Term Loan is made (and after giving full pro forma effect to the incurrence thereof and the application of proceeds thereof), (i) no Default or Event of Default shall then exist, and (ii) the Company shall be in pro forma compliance with the Financial Covenants (and compliance with the preceding clauses (y) and (ii) shall be determined (A) assuming that the full amounts of all Revolving Credit Facilities (including all then-existing Incremental Revolving Credit Facilities) have all been drawn, (B) utilizing the financial statements most recently most recently delivered or deemed delivered pursuant to Section 7.01, (C) giving full pro forma effect to (1) all Specified Transactions (as provided in such definition) that have occurred since the last day of the most recently completed Measurement Period for which financial statements have been delivered or deemed delivered pursuant to Section 7.01 (including, for the avoidance of doubt, but without duplication, any acquisitions constituting Specified Transactions that are to be consummated contemporaneously with the closing of, and using the proceeds of, such proposed Incremental Term Facility), and (2) the application of the proceeds of the proposed Incrementa...