Common use of Incremental Borrowings Clause in Contracts

Incremental Borrowings. (a) After the Eleventh Amendment Effective Date, the Borrower may at any time or from time to time, by notice to the Administrative Agent, request (x) one or more incremental senior secured term facilities on the terms set forth below (the “Incremental Term Facilities” and the term loans made thereunder, the “Incremental Term Loans”) and/or (y) one or more incremental senior secured revolving facilities on the terms set forth below (the “Incremental Revolving Facilities” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Loans;” the Incremental Revolving Facilities, together with the Incremental Term Facilities, the “Incremental Facilities;” the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Loans”). Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided, that such amount may be less than $25,000,000 if such amount represents all remaining availability under the applicable limit set forth in the next sentence). Notwithstanding anything to the contrary herein, (i) the aggregate principal amount of all Incremental Term Facilities and all Incremental Equivalent Debt shall not exceed $1,000,000,000 and (ii) the aggregate amount of all Incremental Revolving Facilities shall not exceed $200,000,000; provided that any Incremental Revolving Facility shall be effectuated as an increase of the Revolving Facility.

Incremental Borrowings. (a) After the Eleventh Amendment Effective Date, the Borrower may at any time or from time to time, by notice to the Administrative Agent, request (x) one or more incremental senior secured term facilities on the terms set forth below (the “Incremental Term Facilities” and the term loans made thereunder, the “Incremental Term Loans”) and/or (y) one or more incremental senior secured revolving facilities on the terms set forth below (the “Incremental Revolving Facilities” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Loans;” the Incremental Revolving Facilities, together with the Incremental Term Facilities, the “Incremental Facilities;” the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Loans”). Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided, 97 that such amount may be less than $25,000,000 if such amount represents all remaining availability under the applicable limit set forth in the next sentence). Notwithstanding anything to the contrary herein, (i) the aggregate principal amount of all Incremental Term Facilities and all Incremental Equivalent Debt shall not exceed $1,000,000,000 and (ii) the aggregate amount of all Incremental Revolving Facilities shall not exceed $200,000,000; provided that any Incremental Revolving Facility shall be effectuated as an increase of the Revolving Facility.

Incremental Borrowings. (a) After the Eleventh Tenth Amendment Effective Trigger Date, the Borrower may at any time or from time to time, by notice to the Administrative Agent, request (x) one or more incremental senior secured term facilities on the terms set forth below (the “Incremental Term Facilities” and the term loans made thereunder, the “Incremental Term Loans”) and/or (y) one or more incremental senior secured revolving facilities on the terms set forth below (the “Incremental Revolving Facilities” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Loans;” the Incremental Revolving Facilities, together with the Incremental Term Facilities, the “Incremental Facilities;” the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Loans”). Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided, that such amount may be less than $25,000,000 if such amount represents all remaining availability under the applicable limit set forth in the next sentence). Notwithstanding anything to the contrary herein, (i) the aggregate principal amount of all Incremental Term Facilities and all Incremental Equivalent Debt shall not exceed $1,000,000,000 and (ii) the aggregate amount of all Incremental Revolving Facilities shall not exceed $200,000,000; provided that any Incremental Revolving Facility shall be effectuated as an increase of the Revolving Facility.

Incremental Borrowings. (a) After At any time after the Eleventh Amendment Effective Date and prior to the date that is twelve months prior to the Revolving Credit Termination Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may at any time or from time to timemay, (x) by notice delivery of a Revolving Commitment Increase Notice to the Administrative Agent, which notice shall promptly be copied by the Administrative Agent to each Lender, request an increase in the Total Revolving Credit Commitments pursuant to a Revolving Commitment Increase Notice or (xy) by delivery of an Incremental Term Loan Facility Notice to the Administrative Agent, which notice shall promptly be copied by the Administrative Agent to each Lender, add one or more incremental senior secured tranches of term facilities on loans under the terms set forth below Loan Documents pursuant to an Incremental Term Loan Facility Notice (the “Incremental Term Loan Facilities” and the term loans made thereunder, the “Incremental Term Loans”; each such increase or tranche pursuant to clauses (x) and/or and (y) one or more incremental senior secured revolving facilities on the terms set forth below (the ), an “Incremental Revolving Facilities” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Loans;” the Incremental Revolving Facilities, together with the Incremental Term Facilities, the “Incremental Facilities;” the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental LoansFacility”). Each The Borrower may request Incremental Facility shall be Facilities in an aggregate principal amount that is up to $200,000,000; provided that, (i) each such Revolving Offered Increase Amount shall be in a minimum amount of not less than $25,000,000 25,000,000, (provided, that ii) each such Incremental Term Loan Facility shall be in a minimum amount may be of not less than $25,000,000 if such amount represents all remaining availability under 75,000,000 and (iii) at no time shall the applicable limit set forth in the next sentence). Notwithstanding anything to the contrary herein, Total Revolving Credit Commitments (ias so increased) together with the aggregate principal amount of all Incremental the Increment Term Loan Facilities and all Incremental Equivalent Debt shall not exceed $1,000,000,000 and (ii) the aggregate amount of all Incremental Revolving Facilities shall not exceed $200,000,000; provided that any Incremental Revolving Facility shall be effectuated as an increase of the Revolving Facility450,000,000.

Incremental Borrowings. (a) After At any time after the Eleventh Amendment Effective Date and prior to the date that is twelve months prior to the Revolving Credit Termination Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may at any time or from time to timemay, (x) by notice delivery of a Revolving Commitment Increase Notice to the Administrative Agent, which notice shall promptly be copied by the Administrative Agent to each Lender, request an increase in the Total Revolving Credit Commitments pursuant to a Revolving Commitment Increase Notice or (xy) by delivery of an Incremental Term Loan Facility Notice to the Administrative Agent, which notice shall promptly be copied by the Administrative Agent to each Lender, add one or more incremental senior secured tranches of term facilities on loans under the terms set forth below Loan Documents pursuant to an Incremental Term Loan Facility Notice (the “Incremental Term Loan Facilities” and the term loans made thereunder, the “Incremental Term Loans”; each such increase or tranche pursuant to clauses (x) and/or and (y) one or more incremental senior secured revolving facilities on the terms set forth below (the ), an “Incremental Revolving Facilities” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Loans;” the Incremental Revolving Facilities, together with the Incremental Term Facilities, the “Incremental Facilities;” the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental LoansFacility”). Each The Borrower may request Incremental Facility shall be Facilities in an aggregate principal amount that is up to $200,000,000235,000,000; provided that, (i) each such Revolving Offered Increase Amount shall be in a minimum amount of not less than $25,000,000 25,000,000, (provided, that ii) each such Incremental Term Loan Facility shall be in a minimum amount may be of not less than $25,000,000 if such amount represents all remaining availability under 75,000,0005,000,000 and (iii) at no time shall the applicable limit set forth in the next sentence). Notwithstanding anything to the contrary herein, Total Revolving Credit Commitments (ias so increased) together with the aggregate principal amount of all the Incremental Term Loan Facilities and all Incremental Equivalent Debt shall not exceed $1,000,000,000 and 450,000,000. (iib) the aggregate amount of all Incremental Revolving Facilities shall not exceed $200,000,000; provided that (i) For any Incremental Revolving Facility shall be effectuated as an increase of the Total Revolving Facility.Credit Commitments, the Borrower shall (A) first, offer each of the Revolving Credit Lenders the opportunity to provide a pro rata portion of any Revolving Offered Increase Amount pursuant to Section 2.23(b)(iii) below, (B) second, offer each of the Revolving Credit Lenders the opportunity to provide all or a portion of any Revolving Offered Increase Amount not otherwise accepted by the other Revolving Credit Lenders (pursuant to clause (A) above) pursuant to Section 2.23(b)(ii) below

Incremental Borrowings. (a) After the Eleventh Amendment Effective Date, the The Borrower may at any time or from time to timetime after the Closing Date, by notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (xi) one or more incremental senior secured term facilities on the terms set forth below (the “Incremental Term Facilities” and the term loans made thereunder, the “Incremental Term Loans”) and/or (yii) one or more incremental senior secured revolving facilities on increases in the terms set forth below aggregate Revolving Loan Commitments (the “Incremental Revolving Facilities” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Loans;” the Incremental Revolving Facilities, together with the Incremental Term Facilities, the “Incremental Facilities;” the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Loans”). Each Incremental Term Facility shall be in an aggregate principal amount that is not less than $25,000,000 10,000,000 and each Incremental Revolving Facility shall be in an aggregate principal amount that is not less than $5,000,000 (providedin each case, provided that such amount may be less than $25,000,000 10,000,000 if such amount represents all remaining availability under the applicable limit set forth in the next sentence). Notwithstanding anything to the contrary herein, (i) the aggregate principal amount of all the Incremental Term Facilities and all Incremental Equivalent Debt shall not exceed $1,000,000,000 and (ii) 50,000,000; provided, that the aggregate amount of all Incremental Revolving Facilities shall not exceed $200,000,00010,000,000. The following shall be the only conditions to the effectiveness of any Incremental Facility: (a) each Incremental Facility shall rank pari passu in right of payment and of security with the Loans, (b) each Incremental Term Facility shall not mature earlier than the Latest Maturity Date, (c) the Weighted Average Life to Maturity of any Incremental Term Facility shall be no shorter than that of the then-existing Term Loans, (d) subject to clauses (b) and (c) above, the amortization schedule applicable to any Incremental Term Facility shall be determined by the Borrower and the lenders thereunder, (e) the interest rate margin applicable to any Incremental Term Facility will be determined by the Borrower and the lenders providing such Incremental Term Facility; provided provided, that in the event that the All-In Yield applicable to any Incremental Term Facility exceeds the All-In Yield of the Initial Term Loans existing at such time by more than 0.50% per annum, the interest rate margins for the Initial Term Loans shall be automatically increased by an amount equal to the difference between the All-In Yield with respect to the Incremental Term Facility and the All-In-Yield on the Initial Term Loans, minus 0.50% per annum, (f) the representations and warranties contained in the Credit Documents shall be accurate in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) immediately before and after the effectiveness of any Incremental Amendment referred to below and the incurrence of such Incremental Facility, (g) any Incremental Revolving Facility shall be effectuated as an increase of on terms and pursuant to documentation applicable to the Revolving Facility, (h) no Default or Event of Default shall have occurred and be continuing, (i) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 5.02(a) after giving effect thereto (calculated as of the most recent fiscal period for which financial statements have been delivered to the Administrative Agent and Lenders pursuant to Section 5.01(a)(i) or (ii), as applicable), (j) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of any Incremental Term Facility, if not consistent with the terms of the Term Facility, shall be no more favorable, taken as a whole, to the lenders providing such Incremental Term Facility than those applicable to the Term Facility; provided, that a certificate of a Responsible Officer delivered to the Administrative Agent at least seven (7) Business Days prior to the incurrence of such Incremental Term Facility, together with a reasonably detailed description of the material terms and conditions of such Incremental Term Facility or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (j) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within three (3) Business Days of the receipt of such certificate that it disagrees with such determination (including a reasonably detailed description of the basis upon which it disagrees) and (k) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as to the foregoing. Any Incremental Term Facility may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) as the Term Facility in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each notice from the Borrower pursuant to this Section 2.17 shall set forth the requested amount and proposed terms of the relevant Incremental Facility. The Borrower will seek any Incremental Facility from existing Lenders and/or from additional banks, financial institutions and other institutional lenders that will become Additional Lenders in connection therewith and on terms permitted in this Section 2.17 and otherwise on terms reasonably acceptable to the Administrative Agent; provided, that with respect to any Incremental Revolving Facility, the Administrative Agent, each L/C Issuer and the Swing Loan Lender shall consent (in each case, such consent not to be unreasonably withheld or delayed) to each Lender’s or Additional Lender’s providing all or a portion of such Incremental Revolving Facility if such consent by the Administrative Agent, the applicable Issuer and the Swing Loan Lender, as the case may be, would be required under Section 8.05(c) for an assignment of Revolving Loans or Revolving Commitments to such Lender or Additional Lender. For the avoidance of doubt, no Affiliated Lender may provide any Incremental Revolving Facility and any Affiliated Lender that provides any Incremental Term Facility shall be subject to the limitations on Affiliated Lenders set forth in Section 8.05(j) (including the Affiliated Lender Cap). Commitments in respect of any Incremental Facility shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable judgment of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.17. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction or waiver on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in this Section 2.17 and in Section 3.02 (it being understood that all references to “the date of such Borrowing” or similar language in such Section 3.02 shall be deemed to refer to the Incremental Facility Closing Date for such Incremental Amendment), unless the condition set forth in Section 3.02(b)(ii) is otherwise agreed to, consented to or waived by the lenders providing such Incremental Facility in accordance with the terms of this Section 2.17. The Borrower shall use the proceeds of any Incremental Facility for any purpose not prohibited by this Agreement.

Incremental Borrowings. (a) After the Eleventh Amendment Effective Date, the The Borrower may at any time or from time to timetime after the Closing Date, by notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (x) one or more incremental senior secured term facilities on the terms set forth below additional tranches of Loans (the “Incremental Term Facilities” and the term loans made thereunder, the “Incremental Term Loans”) and/or (y) one or more incremental senior secured revolving facilities on the terms set forth below (the “Incremental Revolving Facilities” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Loans;” the Incremental Revolving Facilities, together with the Incremental Term Facilities, the “Incremental Facilities;” the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Loans”); provided that (i) upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and (ii) at the time when any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default shall exist. Each tranche of Incremental Facility Loans shall be in an aggregate principal amount that is not less than $25,000,000 (provided, provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the applicable limit set forth in the next sentence). Notwithstanding anything to the contrary herein, (i) the aggregate principal amount of all Incremental Term Facilities and all Incremental Equivalent Debt shall not exceed $1,000,000,000 and (ii) the aggregate amount of all the Incremental Revolving Facilities Loans shall not exceed (A) $200,000,000; 75,000,000 plus (B) if the Total Senior Secured Leverage Ratio for the Test Period immediately preceding the incurrence of such Indebtedness for which financial statements are available is less than or equal to 3.75 to 1.00 (calculated on a Pro Forma Basis), $200,000,000 (the “Incremental Availability”). The Incremental Loans (a) shall rank pari passu in right of payment and of security with the Loans, (b) shall not mature earlier than the Original Loan Maturity Date and (c) the Weighted Average Life to Maturity of any Incremental Loans shall be no shorter than that of the then-existing Loans, (d) subject to clauses (b) and (c) above, the amortization schedule applicable to any Incremental Loans shall be determined by the Borrower and the lenders thereunder, (e) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing such Incremental Loans, provided that with respect to any Incremental Revolving Facility Loans made on or prior to the date that is twenty-four (24) months after the Closing Date, in the event that the All-In Yield applicable to such Incremental Loans exceeds the All-In Yield of any Class of Loans existing at such time by more than 50 basis points, then the interest rate margins for each such Class of Loans shall be effectuated increased to the extent necessary so that the All-In Yield of such Loans is equal to the All-In Yield of such Incremental Loans minus 50 basis points, (f) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below and (g) except as an increase otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if not consistent with the terms of the Revolving Facilityexisting Loans, shall be reasonably satisfactory to the Administrative Agent. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent). Commitments in respect 80 J. Crew Term Loan Credit Agreement of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement.