Common use of Incremental Revolving Commitments Clause in Contracts

Incremental Revolving Commitments. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall be not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (A) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)).

Incremental Revolving Commitments. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (Ax) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (By) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan, must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)).

Incremental Revolving Commitments. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during request, after the Closing Date and prior to the Revolving Commitment Period Maturity Date, the establishment of Incremental Revolving Commitments, ; provided that the aggregate aggregate, cumulative amount of all the Incremental Revolving Commitments established pursuant to be established hereunder on any date this Section 2.21 shall not exceed the Incremental Amount as of such date$250,000,000. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 five Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall be not less than $5,000,000) and (iii) the identity of each Lender or other Person proposed to that the Borrower proposes become an Incremental Revolving Lender in connection therewith with respect thereto, together with the proposed aggregate amount of the Incremental Revolving Commitment for each such [[NYCORP:3318923v15:3100C: 06/26/2012--05:12 p]] Lender or other Person (it being agreed that (Ax) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (By) any such Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, Lender must be an Eligible Assignee and must be approved by that is reasonably acceptable to the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)).

Incremental Revolving Commitments. (a) The At any time during the Availability Period, the Borrower may on request from time to time from one or more occasions, by written notice existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, request during the Revolving Commitment Period L/C Issuer, the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall be not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (A) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Swingline Lender (in each case, such approval not to be unreasonably withheld or delayed) and the Borrower (but subject to the conditions set forth in clause (b) below) that the Aggregate Revolving Commitments be increased (each such increase, an “Increase”) by additional revolving commitments (the “Incremental Revolving Commitments”); provided, that, (x) the aggregate amount of all Incremental Revolving Commitments effected pursuant to this Section 2.16 shall not exceed $25,000,000 and (y) the Borrower may not request an Increase on more than three occasions during the Availability Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Applicable Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Applicable Percentage of such requested Increase or more than its Applicable Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their respective Applicable Percentages), and to the extent, ten (10) Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Borrower (or the Administrative Agent, at the request of the Borrower and subject to any agreed upon compensation), shall (or, in the case of the Administrative Agent, shall use commercially reasonable efforts to) arrange for any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a new Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the unused capacity hereunder is less than $5,000,000, the amount of such remaining capacity) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the $25,000,000 during the term of this Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase. Neither any Arranger nor any Lender shall have any obligation or responsibility for arranging any Increase without its prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith.

Incremental Revolving Commitments. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (Ax) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (By) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan, must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)).. (b) The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and Revolving Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans; provided that, if the Borrower determines to increase the interest rate or fees payable in respect of Incremental Revolving Commitments or Loans and other extensions of credit made thereunder, such increase shall be permitted if the interest rate or fees payable in respect of the other Revolving Commitments or Revolving Loans and other extensions of credit made thereunder, as applicable, shall be increased to equal such interest rate or fees payable in respect of such Incremental Revolving Commitments or Loans and other extensions of credit made thereunder, as the case may be; provided further that the Borrower at its election may pay upfront or closing fees with respect to Incremental Revolving Commitments without paying such fees with respect to the other Revolving Commitments. (c) The Incremental Revolving Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Revolving Lender providing such Incremental Revolving Commitments and the Administrative Agent; provided that no Incremental Revolving Commitments shall become effective unless (i) on the date of effectiveness thereof, both immediately prior to and DMFIRM #406105327 v12 139

Incremental Revolving Commitments. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period Availability Period, the establishment of Incremental Revolving Commitments, provided that (i) the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date from and after the Second Amendment Effective Date shall not exceed the $1200,000,000 and (ii) each Incremental Amount as Revolving Commitment shall be in integral multiples of such date$5,000,000. Each such notice shall specify (iA) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, Agent and (iiB) the amount of the Incremental Revolving Commitments being requested (which shall be not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (Ax) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (By) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by reasonably acceptable to the Administrative Agent, Agent and each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)Swingline Lender).

Incremental Revolving Commitments. (a) The Borrower may on and one or more occasions, by written notice Lenders (including New Lenders reasonably acceptable to the Administrative Agent, request during the Revolving Commitment Period Issuing Bank and the establishment of Incremental Revolving Commitments, provided Swingline Lender) may from time to time agree that the aggregate amount of all the such Lenders shall incur Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered executing and delivering to the Administrative Agent, Agent an Incremental Revolving Commitment Activation Notice specifying (iii) the amount of the Incremental Revolving Commitments being requested (which shall be not less than $5,000,000) and (iiiii) the identity of each Person proposed to become an applicable Incremental Revolving Lender in connection therewith Commitment Closing Date. Notwithstanding the foregoing, (it being agreed that 1) (A) any Lender approached to provide any the aggregate principal amount of Incremental Revolving Commitment may elect or declineCommitments shall not exceed $100,000,000, in its sole discretion, to provide such Incremental Revolving Commitment and (B) no Incremental Revolving Commitments may be incurred if a Default would be in existence immediately before or after giving pro forma effect thereto and to any Person that concurrent transactions and any substantially concurrent use of the proceeds thereof, and (C) after giving pro forma effect thereto and to any concurrent transactions, the Consolidated Leverage Ratio shall be less than or equal to the Consolidated Leverage Ratio then required to be maintained by the Borrower proposes pursuant to become an Incremental Revolving LenderSection 6.10, if such Person is not then a Lender, must be an Eligible Assignee and must be approved (2) unless otherwise agreed by the Administrative Agent, (A) each Issuing Bank increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (B) no more than four Incremental Revolving Commitment Activation Notices may be delivered by the Swing Line Borrower after the Closing Date. No existing Lender (such approval not shall have any obligation to be unreasonably withheld or delayed))incur any Incremental Revolving Commitments unless it agrees to do so in its sole discretion.

Incremental Revolving Commitments. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period ​ ​ ​ Availability Period, the establishment of Incremental Revolving Commitments, provided that (i) the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the $100,000,000 and (ii) each Incremental Amount as Revolving Commitment shall be in integral multiples of such date$5,000,000. Each such notice shall specify (iA) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, Agent and (iiB) the amount of the Incremental Revolving Commitments being requested (which shall be not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (Ax) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (By) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by reasonably acceptable to the Administrative Agent, Agent and each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)Swingline Lender).

Incremental Revolving Commitments. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (Ax) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (By) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan, must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)).. 132

Incremental Revolving Commitments. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period Availability Period, the establishment of Incremental Revolving Commitments, provided that (i) the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the $100,000,000 and (ii) each Incremental Amount as Revolving Commitment shall be in integral multiples of such date$5,000,000. Each such notice shall specify (iA) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, Agent and (iiB) the amount of the Incremental Revolving Commitments being requested (which shall be not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (Ax) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (By) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by reasonably acceptable to the Administrative Agent, Agent and each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)Swingline Lender).

Incremental Revolving Commitments. (a) The Borrower may Borrowers shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.23, but without requiring the consent of the Administrative Agent (except as otherwise provided in this Section 2.23) or the Lenders, to request at any time and from time to time on and after the Effective Date and prior to the Extended Maturity Date that one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Lenders (and/or one or more other Persons which are Eligible Assignees and which will become Lenders) provide Incremental Revolving Commitments and, subject to be established hereunder on any date shall not exceed the applicable terms and conditions contained in this Agreement and the relevant Incremental Amount as Revolving Commitment Agreement, make Revolving Loans and participate in Letters of such date. Each such notice shall specify Credit and Swingline Loans pursuant thereto; provided that (i) the date on which the Borrower proposes that the no Lender shall be obligated to provide an Incremental Revolving Commitments shall be effectiveCommitment, which shall be a date not less than 10 Business Days (or and until such shorter period time, if any, as may be such Lender has agreed in its sole discretion to by the Administrative Agent) after the date on which such notice is provide an Incremental Revolving Commitment and executed and delivered to the Administrative AgentAgent and the Borrowers an Incremental Revolving Commitment Agreement as provided in clause (b) of this Section 2.23, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Commitment (if any) or participate in any Letters of Credit or Swingline Loans in excess of its Revolving Commitment Percentage, in each case, as in effect prior to giving effect to such Incremental Revolving Commitment provided pursuant to this Section 2.23, (ii) the amount of the Incremental Revolving Commitments being requested any Lender (including any Person which shall be not less than $5,000,000is an Eligible Assignee who will become a Lender) and (iii) the identity of each Person proposed to become may so provide an Incremental Revolving Commitment without the consent of the Administrative Agent or any other Lender; provided that any Person that is not a Lender in connection therewith (it being agreed that (A) any Lender approached prior to provide any the effectiveness of its Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) any Person that shall require the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by consent of the Administrative Agent, each Issuing Bank Lender and the Swing Line Swingline Lender (which consents shall not be unreasonably withheld) to provide an Incremental Revolving Commitment pursuant to this Section 2.23, (iii) the aggregate amount of each request (and provision therefor) for Incremental Revolving Commitments shall be in a minimum aggregate amount for all Lenders which provide an Incremental Revolving Commitment pursuant to a given Incremental Revolving Commitment Agreement pursuant to this Section 2.23 (including Persons who are Eligible Assignees and will become Lenders) of at least $10,000,000 (or such approval not lesser amount that is acceptable to the Administrative Agent), (iv) the aggregate amount of all Incremental Revolving Commitments permitted to be unreasonably withheld or delayedprovided pursuant to this Section 2.23, in addition to the Additional Extended Revolving Commitments incurred on the Effective Date, shall not exceed in the aggregate $35,000,000 plus, from and after the Non-Extended Maturity Date, the aggregate amount of Non-Extended Revolving Commitments terminated pursuant to Section 2.5(d) hereof, (v) the Applicable Percentages with respect to Loans, Commitment Fees and Letter of Credit Fees in connection with an Incremental Revolving Commitment shall be the same as those applicable to any other Loans, Commitment Fees and Letter of Credit Fees, as the case may be, hereunder, in each case in connection with the Extended Revolving Commitment, immediately prior to the Incremental Revolving Commitment Date with respect to such Incremental Revolving Commitment, (vi) the up-front fees payable to each Incremental Lender shall be separately agreed to by the Borrowers, the Administrative Agent and such Incremental Lender, (vii) all Revolving Loans incurred pursuant to an Incremental Revolving Commitment (and all interest, fees and other amounts payable thereon) shall be Credit Party Obligations under this Agreement and the other Credit Documents and shall be secured by the Security Documents, and guaranteed under the Guaranties, on a pari passu basis will all other Loans secured by each Security Document and guaranteed under the Guaranties, and (viii) each Lender (including any Person which is an Eligible Assignee who will become a Lender) agreeing to provide an Incremental Revolving Commitment pursuant to an Incremental Revolving Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, participate in Swingline Loans and Letters of Credit pursuant to Sections 2.2(b)(ii) and 2.3(c)), respectively, and make Revolving Loans as provided in Section 2.1(a) and such Revolving Loans shall constitute Revolving Loans for all purposes of this Agreement and the other applicable Credit Documents.

Incremental Revolving Commitments. Borrower may by written notice (it being understood and agreed that Borrower shall not deliver more than three such written notices) to Administrative Agent elect to request the establishment of new revolving credit commitments (collectively, the “Incremental Revolving Commitments” and each an “Incremental Revolving Commitment” and the loans thereunder, when borrowed, the “Incremental Revolving Loans”) in an aggregate amount not to exceed the sum of (a) The Borrower may on one or more occasions, by written notice $400,000,000 (such amount to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that be increased to up to $500,000,000 in connection with a Material Acquisition) minus (b) the aggregate amount of all the Indebtedness of Holdings and its Subsidiaries incurred pursuant to Section 6.1(m)(ii) and Section 6.1(m)(iii)); provided that no Incremental Revolving Commitments to may be established hereunder on any date shall not exceed incurred if, at the Incremental Amount as time of such dateincurrence, any Indebtedness remains outstanding pursuant to Section 6.1(m)(i). Each such notice shall specify (iA) the date (the “Incremental Revolver Date”) on which the Borrower proposes that the such Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (iiB) the amount of the such Incremental Revolving Commitments being requested (which shall not be not less than $5,000,000) and 100,000,000), (iiiC) the identity of each Lender or other Person proposed to become that is an Eligible Assignee (each, an “Incremental Revolving Lender Lender”) to whom Borrower proposes any portion of such Incremental Revolving Commitments be allocated and the amounts of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments in connection therewith (it being agreed that (A) its sole discretion and any Lender approached to provide any all or a portion of such Incremental Revolving Commitment Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment, and (D) the identity of the Person who will be the borrower (the “Revolver Borrower”) under such Incremental Revolving Commitments (provided that such Person shall be the Borrower or a Credit Party that is organized in a jurisdiction that is reasonably acceptable to the Administrative Agent). Such Incremental Revolving Commitments shall become effective as of the applicable Incremental Revolver Date; provided that (1) no Event of Default shall exist on such Incremental Revolver Date after giving effect to such Incremental Revolving Commitments and the funding of the Incremental Revolving Loans thereunder; (2) the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (and in all respects to the extent that such representation and warranty is already qualified by materiality) on and as of such Incremental Revolver Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (and in all respects to the extent that such representation and warranty is already qualified by materiality) on and as of such earlier date; (3) the Incremental Revolving Commitments shall be effected pursuant to an Incremental Amendment executed and delivered by Borrower, the Revolver Borrower, the Incremental Revolving Lenders and Administrative Agent, which shall be recorded in the Register, and each Incremental Revolving Lender shall be subject to the requirements set forth in Section 2.17(c); (4) the Revolver Borrower shall make any payments required pursuant to Section 2.15(c) in connection with the Incremental Revolving Commitments; and (5) Borrower and the Revolver Borrower shall deliver or cause to be delivered within the time period requested by the Administrative Agent any legal opinions, mortgage modifications, amendments to Collateral Documents or other documents reasonably requested by Administrative Agent in connection with any such transaction. The terms and provisions of all Incremental Revolving Commitments shall be identical, and the Incremental Revolving Commitments and Incremental Revolving Loans (including any swing line loans) made thereunder shall be designated as one Class for all purposes of this Agreement. The Revolver Borrower will use the proceeds of the Incremental Revolving Commitments for working capital and general corporate purposes. On the Incremental Revolver Date, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Revolving Lender shall make an Incremental Revolving Commitment available to the Revolver Borrower, (ii) each of the existing Incremental Revolving Lenders (if any) shall assign to each of the new Incremental Revolving Lenders, and each of the new Incremental Revolving Lenders shall purchase from each of the existing Incremental Revolving Lenders (if any), at the principal amount thereof (together with accrued interest), such interests in the Incremental Revolving Loans outstanding on such Incremental Revolver Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Incremental Revolving Loans will be held by existing Incremental Revolving Lenders and new Incremental Revolving Lenders ratably in accordance with their Incremental Revolving Commitments after giving effect to the addition of such new Incremental Revolving Commitments to the existing Incremental Revolving Commitments and (iii) each Incremental Revolving Lender shall become a Lender hereunder with respect to the Incremental Revolving Commitment and the Incremental Revolving Loan made pursuant thereto. The terms, provisions and documentation of the Incremental Revolving Loans and Incremental Revolving Commitments shall be as agreed between Borrower, the Revolver Borrower and the Incremental Revolving Lenders providing such Incremental Revolving Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing as of the Incremental Revolver Date, shall be reasonably satisfactory to Administrative Agent (Bprovided that, notwithstanding the foregoing, a financial maintenance covenant may be added for the benefit of the Incremental Revolving Loans and Incremental Revolving Commitments (but not for the benefit of the Term Loans) without the consent of Administrative Agent or any of the Lenders other than the Incremental Revolving Lenders). In any event, any Incremental Revolving Commitments and Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Term Loans, shall not be secured by any asset other than the Collateral and shall not be guaranteed by any Person that other than the Borrower proposes to become an Guarantors. Incremental Revolving LenderCommitments shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, if as appropriate, the other Credit Documents, executed by Borrower, the Revolver Borrower, each Incremental Revolving Lender providing such Person is not then a Lender, must be an Eligible Assignee Incremental Revolving Commitments and must be approved by the Administrative Agent. The Incremental Amendment may, each Issuing Bank without the consent of any other Credit Party, Agent or Lender, effect such amendments to this Agreement and the Swing Line Lender other Credit Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent, Borrower and the Revolver Borrower, to effect the provisions of this Section 2.23. The Incremental Amendment may include, among other things, customary provisions regarding (such approval not i) letters of credit and reimbursement obligations with respect thereto, (ii) cash collateral obligations with respect to be unreasonably withheld letters of credit, (iii) swing line loans and participations therein, (iv) the jurisdiction of the Revolver Borrower and (v) Incremental Revolving Lenders that are Defaulting Lenders. This Section 2.23 shall supersede any provisions in Section 2.14 or delayed))Section 10.05 to the contrary.

Incremental Revolving Commitments. (a) The So long as the Incremental Commitment Requirements are satisfied at the time of the delivery of the request referred to below, the Borrower may on shall have the right to request that one or more occasionsLenders (and/or one or more other Persons which will become Lenders as provided below) provide Incremental Revolving Commitments and, subject to the applicable terms and conditions contained in this Agreement, make RF Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental Revolving Commitment as a result of any such request by written notice the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Revolving Commitment and executed and delivered to the Administrative Agent, request during the Agent an Incremental Revolving Commitment Period Agreement in respect thereof as provided in clause (b) of this Section 1.14, such Lender shall not be obligated to fund any RF Loans in excess of its Revolving Commitment as in effect prior to giving effect to such Incremental Revolving Commitment provided pursuant to this Section 1.14, (ii) any Lender (or, in the establishment circumstances contemplated by clause (v) below, any other Person which will qualify as an Eligible Transferee) may so provide an Incremental Revolving Commitment without the consent of any other Lender, (iii) each provision of Incremental Revolving CommitmentsCommitments on a given date pursuant to this Section 1.14 shall be in a minimum aggregate amount (for all Lenders (including, provided that in the circumstances contemplated by clause (v) below, Eligible Transferees who will become Lenders)) of at least $2,500,000 and in integral multiples of $1,000,000 in excess thereof, (iv) the aggregate amount of all the Incremental Revolving Commitments permitted to be established hereunder on any date provided pursuant to this Section 1.14 shall not exceed the Incremental Amount as of such date. Each such notice shall specify $10,000,000, (iv) the date on which the Borrower proposes that the may request Incremental Revolving Commitments from Persons reasonably acceptable to the Administrative Agent which would qualify as Eligible Transferees hereunder, PROVIDED that any such Incremental Revolving Commitments provided by any such Eligible Transferee which is not already a Lender shall be effective, which in a minimum amount (for such Eligible Transferee) of at least $2,500,000 (and with the fees to be paid to such Eligible Transferee to be no greater than those fees to be paid to the then existing Lenders (if any) providing Incremental Revolving Commitments) and (vi) all actions taken by the Borrower pursuant to this Section 1.14 shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by done in coordination with the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall be not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (A) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)).

Incremental Revolving Commitments. (a1) The Borrower may on one or more occasionsCompany may, at any time, by written notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request during one or more increases in the amount of the Revolving Commitment Period the establishment of Commitments (each such increase, an “Incremental Revolving CommitmentsCommitment” and loans in respect thereof, “Incremental Revolving Loans”); provided that upon the aggregate amount effectiveness of all the any Incremental Revolving Commitments Amendment referred to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Each such notice shall specify below, subject to Section 1.08, (i) the date on no Default or Event of Default shall exist and (ii) all representations and warranties shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which the Borrower proposes that the representations and warranties will be accurate in all respects). Each Incremental Revolving Commitments Commitment shall be effective, which shall be a date in an aggregate principal amount that is not less than 10 Business Days $10,000,000 (or such shorter period as may be agreed to by lower amount that either (a) represents all remaining availability under the Administrative Agentlimit set forth in the next sentence or (b) after the date on which such notice is delivered acceptable to the Administrative Agent). Notwithstanding anything to the contrary herein, (ii) the aggregate amount of the Incremental Revolving Commitments being shall not exceed $250,000,000. Each notice from the Company pursuant to this Section 2.24 shall set forth the requested (which shall be not less than $5,000,000) amount and (iii) proposed terms of the identity of each Person proposed to become an relevant Incremental Revolving Lender in connection therewith (it being agreed that (A) any Lender approached to provide any Commitment. Incremental Revolving Commitment Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) be made by any Person Additional Lender; provided that the Borrower proposes to become an Incremental Revolving Lenderrelevant Persons under Section 10.04 has consented (in each case, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed))) to such Lender’s or Additional Lender’s Incremental Revolving Commitment, if such consent would be required under Section 10.04 for an assignment of Revolving Loans to such Lender or Additional Lender. The Arranger agrees, upon the request of the Company and pursuant to mutually satisfactory engagement and compensation arrangements, to use their commercially reasonable efforts to obtain any Additional Lenders to make any such requested Incremental Revolving Commitment; provided that the Arranger’s agreement to use such efforts does not constitute a commitment to provide any such requested Incremental Revolving Commitment.

Incremental Revolving Commitments. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (Ax) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (By) any Person that the Borrower 139 ​ proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan, must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)).

Incremental Revolving Commitments. (a) The Borrower Company may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, ; provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed US$750,000,000 less, solely during any Non-Investment Grade Covenant Period, the Incremental Amount as aggregate principal amount of such dateIndebtedness then outstanding under Section 6.01(b)(vii). Each such notice shall specify (i) the date on which the Borrower Company proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the amount of the Incremental Revolving Commitments being requested (which shall be not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (Ax) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (By) any Person that the Borrower Company proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by reasonably acceptable to the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval Swingline Lender, in each case not to be unreasonably withheld withheld, delayed or delayed)conditioned and solely to the extent the consent of the Administrative Agent, the Issuing Banks or the Swingline Lender, as the case may be, would be required for an assignment to such Person pursuant to Section 10.04).