Common use of Increase in Total Commitment Clause in Contracts

Increase in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time prior to the applicable maturity date of such U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans, Term Loans A, Term Loans B or Term Loans C to request an increase in the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term Loan A Commitment, the Total Term Loan B Commitment, and/or the Total Term Loan C Commitment, each in increments of $10,000,000.00 by an aggregate amount of increases to the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term A Loan Commitment, Total Term Loan B Commitment and Total Term Loan C Commitment of up to $500,000,000.00 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments or the Term Loan Commitments, would result in a maximum Total Commitment of $2,200,000,000.00), written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated (1) to the then existing U.S. Dollar Revolving Credit Commitments, (2) to the then existing Alternative Currency/Dollar Revolving Credit Commitments, (3) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, (4) to the then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (5) to the then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, (6) to the then existing Term Loan C Commitments having the same terms as the existing Term Loan C Commitments or (7) any combination thereof satisfactory to Agent and existing or additional U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, providing such additional U.S. Dollar Revolving Credit Commitments, Alternative Currency/Dollar Revolving Credit Commitments, Term Loan A Commitments, Term Loan B Commitments or Term Loan C Commitments, as applicable.

Increase in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time before the date that is forty-five (45) days prior to the applicable maturity date of such U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit LoansMaturity Date (as the same may be extended pursuant to §2.12 below), Term Loans ALoan A Maturity Date, Term Loans Loan B Maturity Date or Term Loans Loan C Maturity Date, as applicable, to request an increase in the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term Loan A Commitment, the Total Term Loan B Commitment, Commitment and/or the Total Term Loan C Commitment, each in increments of $10,000,000.00 Commitment by an aggregate additional amount of increases to the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term A Loan Commitment, Total Term Loan B Commitment and Total Term Loan C Commitment of up to $500,000,000.00 (the amount of the requested increase to be set forth 245,000,000.00 in the Increase Notice) aggregate (which, assuming no previous reduction in the Total Revolving Credit Commitments or Commitment, the Total Term Loan CommitmentsA Commitment, the Total Term Loan B Commitment and/or the Total Term Loan C Commitment, would result in a maximum Total Commitment of $2,200,000,000.00725,000,000.00), by giving written notice to the Agent (each, an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00. The execution Upon receipt of any Increase Notice, the Agent shall consult with Arranger and delivery shall notify the Borrower of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date amount of such Increase Notice. The Commitment Increase may facility fees to be allocated (1) paid to the then existing U.S. Dollar any Lenders who provide an additional Revolving Credit CommitmentsCommitment, (2) to the then existing Alternative Currency/Dollar Revolving Credit Commitments, (3) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, (4) to the then existing Term Loan A Commitments having Commitment, Term Loan B Commitment and/or Term Loan C Commitment, as applicable, in connection with such increase in the same terms as the existing Revolving Credit Commitment, Term Loan A CommitmentsCommitment, (5) to the then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, (6) to the then existing Commitment and/or Term Loan C Commitments having Commitment, as applicable (which shall be in addition to the same terms fees to be paid to Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined (and/or such other fees as may be agreed to by the existing Term Loan C Commitments or (7) any combination thereof satisfactory Borrower, Agent and/or Arranger in connection with such Commitment Increase), then the Agent shall send a notice to Agent and existing or additional U.S. Dollar all Revolving Credit Lenders, Alternative Currency/Dollar Term Loan A Lenders, Term Loan B Lenders and/or Term Loan C Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment, the Total Term Loan A Commitment, the Total Term Loan B Commitment or the Total Term Loan C Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender, Term Loan A Lender, Term Loan B Lender or Term Loan C Lender, as applicable, who desires to provide an additional Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment, as applicable, by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, providing who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the additional U.S. Dollar Revolving Credit Commitments, Alternative Currency/Dollar Revolving Credit Commitments, Term Loan A Commitments, Term Loan B Commitments or Term Loan C Commitments, as applicable, so provided are not sufficient to provide the full amount of the such Commitment Increase requested by the Borrower, then the Agent, Arranger or Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arranger and Borrower) to become a Revolving Credit Lender, Term Loan A Lender, Term Loan B Lender or Term Loan C Lender, as applicable, and provide an additional Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment, as applicable, to be provided by each Revolving Credit Lender, Term Loan A Lender, Term Loan B Lender or Term Loan C Lender, as applicable, and the revised Revolving Credit Commitment Percentages, Term Loan A Commitment Percentages, Term Loan B Commitment Percentages or Term Loan C Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment.

Increase in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time prior to the applicable maturity date of such U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans, Term Loans A, Term Loans B or Term Loans C to request an increase in the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term Loan A Commitment, Commitment and/or the Total Term Loan B Commitment, and/or the Total Term Loan C Commitment, each in increments of $10,000,000.00 by an aggregate amount of increases to the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term A Loan Commitment, Commitment and Total Term Loan B Commitment and Total Term Loan C Commitment of up to $500,000,000.00 200,000,000.00 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments or the Term Loan Commitments, would result in a maximum Total Commitment of $2,200,000,000.001,100,000,000.00), written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated (1) to the then existing U.S. Dollar Revolving Credit Commitments, (2) to the then existing Alternative Currency/Dollar Revolving Credit Commitments, (3) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, (43) to the then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (54) to the then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, (6) to the then existing Term Loan C Commitments having the same terms as the existing Term Loan C Commitments or (75) any combination thereof satisfactory to Agent and existing or additional U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C B Lenders, as applicable, providing such additional U.S. Dollar Revolving Credit Commitments, Alternative Currency/Dollar Revolving Credit Commitments, Term Loan A Commitments, Term Loan B Commitments or Term Loan C B Commitments, as applicable.

Increase in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time prior to the applicable maturity date of such U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans, Term A Loans A, Term Loans B or Term B Loans C to request an increase in the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term Loan A Commitment, Commitment and/or the Total Term Loan B Commitment, and/or the Total Term Loan C Commitment, each in increments of $10,000,000.00 by an aggregate amount of increases to the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term A Loan Commitment, Total Term Loan B Commitment and Total Term Loan C B Commitment of up to $500,000,000.00 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments or the Term Loan Commitments, would result in a maximum Total Commitment of $2,200,000,000.002,020,000,000.00), written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated (1) to the then existing U.S. Dollar Revolving Credit Commitments, (2) to the then existing Alternative Currency/Dollar Revolving Credit Commitments, (3) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, (4) to the then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (5) to the then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, or (6) to the then existing Term Loan C Commitments having the same terms as the existing Term Loan C Commitments or (7) any combination thereof satisfactory to Agent and existing or additional U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C B Lenders, as applicable, providing such additional U.S. Dollar Revolving Credit Commitments, Alternative Currency/Dollar Revolving Credit Commitments, Term Loan A Commitments, Term Loan B Commitments or Term Loan C B Commitments, as applicable.

Increase in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, subject Subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time prior to before the applicable maturity date of such U.S. Dollar Revolving Credit LoansMaturity Date (as the same may be extended pursuant to §2.12 below) or the Term Loan Maturity Date, Alternative Currency/Dollar Revolving Credit Loansas applicable, Term Loans A, Term Loans B or Term Loans C to request an increase in the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term Loan A Commitment, the Total Term Loan B Commitment, Commitment and/or the Total Term Loan C Commitment, each in increments of $10,000,000.00 Credit Commitment by an aggregate amount of increases to the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term A Loan Commitment, Total Term Loan B Commitment and Total Term Loan C Commitment of up to $500,000,000.00 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments or the Term Loan Commitments, would result in a maximum Total Commitment of $2,200,000,000.00), giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $20,000,000.00 and increments of $5,000,000.00 in excess thereof, and the Total Commitment shall not exceed $1,950,000,000.00. The execution and delivery In the event of the Increase Notice Initial Term Increase, the Borrower, the Guarantors, the Agent and the Lenders providing any of such initial Term Loan Commitment(s) shall enter into an amendment to this Agreement as is necessary to evidence such increase of the Term Loan Commitment (the “Term Loan Commitment Amendment”), and all Lenders not providing the initial Term Loan Commitments hereby consent to such limited scope amendment without future consent rights, provided that any such amendment regarding the Term Loan that is entered into without consent of the Lenders not providing the initial Term Loan Commitments shall provide that: (A) there shall be no scheduled amortization of the loans or reductions of commitments under the Term Loan Commitment (which shall not restrict any mandatory prepayments required under §3.2 below), (B) the Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Credit Loans and the borrower and guarantors of the Term Loan Commitment shall be the same as the Borrower and Guarantors with respect to the existing Revolving Credit Loans, (C) the interest rate margin, rate floors, fees, original issue discount and premium applicable to the Term Loan shall be determined by the Borrower and the Term Loan Lenders, (D) the Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Credit Loans, and (E) the final maturity date of the Term Loans shall constitute a representation be no earlier than the Revolving Credit Maturity Date. Upon receipt of any Increase Notice, the Agent shall consult with KCM and warranty by shall notify the Borrower that of the amount of the facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined (and/or such other fees as may be agreed to by Borrower and Agent), the Agent shall send a notice to all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the conditions set forth “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender and/or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in this §2.11 shall have been satisfied on the date of such Increase Additional Commitment Request Notice. The If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase may be allocated (1) to among the then existing U.S. Dollar Revolving Credit Commitments, (2) to the then existing Alternative Currency/Dollar Revolving Credit Commitments, (3) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, (4) to the then existing Lenders and/or Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (5) to the then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, (6) to the then existing Term Loan C Commitments having the same terms as the existing Term Loan C Commitments or (7) any combination thereof satisfactory to Agent and existing or additional U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, providing who provide such commitment letters on such basis as the Agent and KCM, shall determine following consultation with the Borrower. If the additional U.S. Dollar Revolving Credit Commitments, Alternative Currency/Dollar Revolving Credit Commitments, Commitments and/or Term Loan A Commitments, Term Loan B Commitments or Term Loan C Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase and/or the Term Loan Commitment Increase, as applicable, that is requested by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, KCM, and the Borrower) to become a Revolving Credit Lender and/or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders and/or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender and/or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase and/or Term Loan Commitment Increase, as applicable, specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment and/or Term Loan Commitment.

Increase in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time before the date which is ninety (90) days prior to the applicable maturity date of such U.S. Dollar Revolving Credit LoansMaturity Date, Alternative Currency/Dollar Revolving Credit Loansthe Term Loan A Maturity Date or the Term Loan B Maturity Date, Term Loans Aas applicable, Term Loans B or Term Loans C to request by delivery of written notice to Agent an increase in the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, Commitment and/or the Total Term Loan A Commitment, Commitment and/or the Total Term Loan B Commitment, and/or the Total Term Loan C Commitment, each in increments of $10,000,000.00 by an aggregate amount of increases to the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment and the Total Term A Loan Commitment, Total Term Loan B Commitment and Total Term Loan C Commitment of up to $500,000,000.00 (the amount of the requested increase to be set forth in the Increase Notice) 300,000,000 (which, assuming no previous reduction in the Revolving Credit Commitments, Term Loan A Commitments or the Term Loan B Commitments, would result in a maximum Total Commitment of $2,200,000,000.00), written notice to the Agent 1,850,000,000) (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The Commitment Increase shall be set forth in the Increase Notice, and must be in a minimum amount of $25,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by Agent. The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated (1) allocated, at Borrower’s option, to the then existing U.S. Dollar Revolving Credit Commitments, (2) to the then existing Alternative Currency/Dollar Revolving Credit Commitments, (3) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, (4) or to the then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (5) to the then existing Term Loan B Commitments having the same terms as the existing or Term Loan B Commitments, (6) to the then existing Term Loan C Commitments having the same terms as the existing Term Loan C Commitments or (7) any combination thereof satisfactory (provided that no Commitment Increase may be allocated to Agent and existing or additional U.S. Dollar any portion of the Total Commitment as to which the applicable maturity date (i.e., the Revolving Credit LendersMaturity Date, Alternative Currency/Dollar Revolving Credit Lenders, the Term Loan A Lenders, Maturity Date or the Term Loan B Lenders or Term Loan C Lenders, as applicable, providing such additional U.S. Dollar Revolving Credit Commitments, Alternative Currency/Dollar Revolving Credit Commitments, Term Loan A Commitments, Term Loan B Commitments or Term Loan C Commitments, as applicableMaturity Date) has occurred).