Common use of Increase in Aggregate Commitments Clause in Contracts

Increase in Aggregate Commitments. The Borrower may, upon prior written notice by the Borrower to the Administrative Agent, increase the Aggregate Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) by a maximum aggregate amount for all such increases not to exceed $250,000,000, with additional Commitments from any existing Lender or new Commitments from one or more other Persons selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lender (so long as such Persons would be Eligible Assignees); provided, that: (a) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof (or such other minimum and multiples as are agreed by the Administrative Agent in its sole discretion); (b) at the time of such increase and after giving effect thereto: (i) no Default shall exist and be continuing, and (ii) the representations and warranties of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively (provided, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects); (c) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; (d)(i) any new Lender shall join this Agreement by executing such joinder documents as are required by the Administrative Agent, and/or (ii) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; and (e) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower dated as of the date of such increase (i) certifying that (A) the conditions set forth in clause (b) above have been met, and (B) attached thereto are resolutions adopted by the Borrower approving or consenting to such increase, and (ii) demonstrating that, upon giving effect to such increase on a pro forma basis (and assuming for such calculation that such increase is fully drawn), the Borrower would be in compliance with the financial covenant set forth in Section 7.05 as of the most recently ended fiscal quarter of the Borrower for which the Borrower was required to deliver financial statements pursuant to Section 6.01(a) or Section 6.01

Increase in Aggregate Commitments. (a) The Borrower mayshall have the option, upon without the consent of the Lenders, from time to time to (i) request one or more additions of incremental term loans, in each case which may constitute a separate tranche of term loans or, if the same as any existing tranche of term loans, constitute part of such existing tranche (the “Incremental Term Loans”) or (ii) cause one or more increases in the Aggregate Revolving Credit Loan Commitments (each such increase, an “Aggregate Revolving Credit Loan Commitment Increase” and, together with any Incremental Term Loans, an “Increase”) by adding, subject to the prior written notice approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed; provided that no such approval shall be required with respect to a financial institution that is an Affiliate of a Lender or an Approved Fund with respect to a Lender), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to provide such Incremental Term Loans or increase its respective Revolving Credit Loan Commitments; provided however that: (i) prior to and after giving effect to any such Increase, no Default or Event of Default shall have occurred hereunder and be continuing (except that, if the proceeds of such Incremental Term Loans or Aggregate Revolving Credit Loan Commitment Increase are to be used to finance an Acquisition by the Borrower to or any Subsidiary permitted under this Agreement, no Event of Default under Section 8.01(a), (b) or (i) shall exist), (ii) no such Increase shall cause the Administrative Agent, increase sum of (x) the Aggregate Revolving Credit Loan Commitments plus the amount of Incremental Term Loans to exceed an amount equal to $2,000,000,000.00 and (but not y) the Letter Aggregate Revolving Credit Loan Commitments plus the amount of Incremental Term Loans plus the amount of loans under the Term Loan Facility and any Term Loan Refinancing Indebtedness in respect thereof to exceed an amount equal to $2,250,000,000.00 (plus other amounts permitted by sub-clause (iv) of the definition of “Term Loan Refinancing Indebtedness”), (iii) no Lender’s Commitment shall be increased without such Lender’s consent and (iv) such Aggregate Revolving Credit Sublimit or the Swing Line Sublimit) Loan Commitment Increase shall be evidenced by a maximum aggregate amount for all such increases not commitment increase agreement or an amendment to exceed $250,000,000, with additional Commitments from any existing Lender or new Commitments from one or more other Persons selected by this Agreement (the Borrower “Increase Agreement”) in form and substance reasonably acceptable to the Administrative Agent and executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the L/C Issuer amount and allocation of such Increase and the Swing Line effective date of such Increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender (so long as such Persons would be Eligible Assignees); provided, that: (a) any such increase shall be in a minimum principal amount of $10,000,000 pursuant to this Section by the execution and in integral multiples of $1,000,000 in excess thereof (or such other minimum and multiples as are agreed by delivery to the Administrative Agent in its sole discretion); (b) at the time of such increase and after giving effect thereto: (i) no Default shall exist and be continuing, and (ii) the representations and warranties of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, applicable Increase Agreement shall be true a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and correct in all material respects prepay Revolving Credit Loans on each Increase Effective Date (and as of the date of such increase, except pay any additional amounts required pursuant to Section 3.06) to the extent that necessary to keep the outstanding Revolving Credit Loans of each Lender ratable with such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively (provided, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (Lender’s revised Applicable Percentage after giving effect to any qualification therein) in all respects); (c) no existing Lender shall be nonratable Increase under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; (d)(i) any new Lender shall join this Agreement by executing such joinder documents as are required by the Administrative Agent, and/or (ii) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; and (e) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower dated as of the date of such increase (i) certifying that (A) the conditions set forth in clause (b) above have been met, and (B) attached thereto are resolutions adopted by the Borrower approving or consenting to such increase, Section and (ii) demonstrating thatif there are Swingline Loans or Letters of Credit then outstanding, upon the participations of the Lenders in such Swingline Loans or Letters of Credit, as the case may be, will be automatically adjusted to reflect the Applicable Percentages of all the Lenders (including each New Lender) after giving effect to such increase on a pro forma basis (and assuming for such calculation that such increase is fully drawn), the Borrower would be in compliance with the financial covenant set forth in Section 7.05 as of the most recently ended fiscal quarter of the Borrower for which the Borrower was required to deliver financial statements pursuant to Section 6.01(a) or Section 6.01applicable Increase.

Increase in Aggregate Commitments. (a) The Borrower mayshall have the option, upon without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments (an “Increase”) by adding, subject to the prior written notice approval of the Administrative Agent (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (i) prior to and after giving effect to the Increase, no Default or Event of Default shall have occurred hereunder and be continuing, (ii) no such Increase shall cause the sum of the Aggregate Commitments to exceed $1,500,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent and (iv) such Increase shall be evidenced by a commitment increase agreement or an amendment to this Agreement (the “Increase Agreement”) in form and substance acceptable to the Administrative Agent and executed by the Borrower to Borrower, the Administrative Agent, increase New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the Aggregate Commitments (but not the Letter amount and allocation of Credit Sublimit or the Swing Line Sublimit) by a maximum aggregate amount for all such increases not to exceed $250,000,000, with additional Commitments from any existing Lender or new Commitments from one or more other Persons selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer Increase and the Swing Line Lender (so long as such Persons would be Eligible Assignees); provided, that: (a) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof (or such other minimum and multiples as are agreed by the Administrative Agent in its sole discretion); (b) at the time of such increase and after giving effect thereto: (i) no Default shall exist and be continuing, and (ii) the representations and warranties of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the effective date of such increase, except Increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively (provided, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects); (c) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; (d)(i) any new Lender shall join this Agreement by executing such joinder documents as are required by the Administrative Agent, and/or (ii) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; execution and (e) the Borrower shall have delivered delivery to the Administrative Agent a certificate of a Responsible Officer of the Borrower dated as of the date of such increase (i) certifying that (A) the conditions set forth in clause (b) above have been met, and (B) attached thereto are resolutions adopted by the Borrower approving or consenting to such increase, and (ii) demonstrating that, upon giving effect to such increase on a pro forma basis (and assuming for such calculation that such increase is fully drawn), the Borrower would be in compliance with the financial covenant set forth in Section 7.05 as of the most recently ended fiscal quarter of the Borrower for which the Borrower was required to deliver financial statements pursuant to Section 6.01(a) or Section 6.01applicable Increase Agreement shall