Common use of Incremental Revolving Credit Commitments Clause in Contracts

Incremental Revolving Credit Commitments. Notwithstanding anything in Section 9.08 to the contrary, and in addition to the Greenshoe Option, this Agreement and the other Loan Documents may be amended at any time, and from time to time, after the Second Amendment Effective Date to increase the aggregate Revolving Credit Commitments under this Agreement (which increase shall be allocated to any of the outstanding Tranches of Revolving Credit Commitments at the discretion of the Borrower), at the discretion of the Borrower, by an agreement in writing entered into by the Borrower, the Administrative Agent, the Collateral Agent and each Person (including any Lender) that shall agree to provide such Revolving Credit Commitments (and each such Person that shall not already be a Lender shall, at the time such agreement becomes effective, become a Lender with the same effect as if it had originally been a Lender under this Agreement with the Revolving Credit Commitments set forth in such agreement); provided that (i) the aggregate amount of Revolving Credit Commitments established pursuant to this paragraph shall not exceed the aggregate amount of Revolving Credit Commitments that have been terminated pursuant to Section 2.11, (ii) no Default or Event of Default shall have occurred and be continuing at the time of such increase, (iii) after giving effect to such increase, the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13 recomputed as of the date of the last ended Test Period and (iv) no Revolving Credit Commitments of any Lender shall be increased without the consent of such Lender. The Revolving Credit Commitments established pursuant to this paragraph shall constitute Revolving Credit Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents.”. (xv) Section 2 is amended by adding a new Section 2.23 as follows:

Incremental Revolving Credit Commitments. Notwithstanding anything in Section 9.08 Subject to the contraryterms and conditions hereof, and in addition each Incremental Revolving Credit Lender agrees to extend Incremental Revolving Credit Commitments to the Greenshoe Option, this Agreement and Borrower in a principal amount equal to the other Loan Documents may be amended at any time, amount set forth next to such Incremental Revolving Credit Lender’s name on Schedule 1.01A hereto on the Amendment No. 4 Effective Date and from time to time, after time thereafter to make the Second Amendment Effective Date to increase the aggregate Incremental Revolving Credit Commitments under this Agreement (which increase shall be allocated to any Loans in accordance with the terms of the outstanding Tranches of Amended Credit Agreement. Each Incremental Revolving Credit Commitments at the discretion of the Borrower), at the discretion of the Borrower, by an agreement in writing entered into by the Borrower, the Administrative Agent, the Collateral Agent and each Person (including any Lender) that shall agree to provide such Revolving Credit Commitments (and each such Person that shall not already be a Lender shall, at the time such agreement becomes effective, become a Lender with the same effect as if it had originally been a Lender under this Agreement with the Revolving Credit Commitments set forth in such agreement); provided that (i) the aggregate amount of Revolving Credit Commitments established pursuant to this paragraph shall not exceed the aggregate amount of Revolving Credit Commitments confirms that have been terminated pursuant to Section 2.11, (ii) no Default or Event of Default shall have occurred and be continuing at the time of such increase, (iii) after giving effect to such increase, the Borrower shall be in compliance on it has received a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13 recomputed as copy of the date of the last ended Test Period and (iv) no Revolving Amended Credit Commitments of any Lender shall be increased without the consent of such Lender. The Revolving Credit Commitments established pursuant to this paragraph shall constitute Revolving Credit Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and shallsuch other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without limiting reliance upon any Agent or any other Lender and based on such documents and information as it shall deem appropriate at the foregoingtime, benefit equally continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and ratably from authorizes each of the Guarantees Administrative Agent and security interests created the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent or the Collateral Agent, as applicable, by the Security Documentsterms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Revolving Credit Lender.”. (xv) Section 2 is amended by adding a new Section 2.23 as follows:

Incremental Revolving Credit Commitments. Notwithstanding anything in Section 9.08 Effective as of the First Amendment Effective Date, each 2022 Incremental Revolving Credit Lender hereby commits, on a several and not joint basis, to provide its 2022 Incremental Revolving Credit Commitment as set forth on Schedule A hereto, on the contrary, terms and in addition to conditions set forth below. Each 2022 Incremental Revolving Credit Lender (i) confirms that it has received a copy of the Greenshoe Option, this Credit Agreement and the other Loan Credit Documents may be amended at any timeand the schedules and exhibits attached thereto, and from time to time, after the Second Amendment Effective Date to increase the aggregate Revolving Credit Commitments under this Agreement (which increase shall be allocated to any together with copies of the outstanding Tranches of Revolving Credit Commitments at the discretion of the Borrower)financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment; (ii) agrees that it will, at the discretion of the Borrower, by an agreement in writing entered into by the Borrower, independently and without reliance upon the Administrative Agent, the Collateral Agent, any Letter of Credit Issuer or any other Lender or Agent and each Person (including any Lender) that based on such documents and information as it shall agree to provide such Revolving Credit Commitments (and each such Person that shall not already be a Lender shall, deem appropriate at the time such agreement becomes effectivetime, become a Lender with continue to make its own credit decisions in taking or not taking action under the same effect as if it had originally been a Lender under this Agreement with the Revolving Credit Commitments set forth in such agreement)Agreement; provided that (i) the aggregate amount of Revolving Credit Commitments established pursuant to this paragraph shall not exceed the aggregate amount of Revolving Credit Commitments that have been terminated pursuant to Section 2.11, (ii) no Default or Event of Default shall have occurred and be continuing at the time of such increase, (iii) after giving effect appoints and authorizes the Administrative Agent and the Collateral Agent to take such increaseaction as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the Borrower shall be in compliance on a Pro Forma Basis case may be, by the terms thereof, together with the covenants contained in Sections 6.12 and 6.13 recomputed such powers as of the date of the last ended Test Period are reasonably incidental thereto; and (iv) no Revolving Credit Commitments agrees that it will perform in accordance with their terms all of any Lender shall be increased without the consent of such Lender. The Revolving Credit Commitments established pursuant to this paragraph shall constitute Revolving Credit Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created obligations which by the Security Documentsterms of the Credit Agreement are required to be performed by it as a New Revolving Loan Lender.”. (xv) Section 2 is amended by adding a new Section 2.23 as follows: