Incremental Credit Facilities. At any time on or after the Closing Date, EWI may, on written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing the Aggregate Revolving Commitments for Australian Revolving Obligations, USD Revolving Obligations, European Revolving Obligations or India Revolving Obligations or the amount of the Term Loan A as provided in Section 2.01(f), or establishing one or more new revolving loans or term loans, or some combination thereof; provided that: (i) the aggregate amount of loans and commitments for all Incremental Loan Facilities established after the Closing Date hereunder shall not exceed Two Hundred Five Million Dollars ($205,000,000); (ii) (A) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (B) the Credit Parties shall be in compliance with the financial covenants under Section 8.12 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Incremental Loan Facility is fully drawn and funded), (C) the conditions for Credit Extensions under subsections (a) and (b) of Section 5.02 are or can be satisfied on such date, and (D) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; (iii) EWI will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility (assuming, for purposes hereof, that the Incremental Credit Facility is fully drawn and funded), and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the commitments for the Incremental Credit Facility; (iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent; (v) upfront and/or arrangement fees, if any, in respect of the new commitments or loans so established, shall be paid; and (vi) to the extent necessary in the reasonable judgment of the Administrative Agent, amendments to each of the Collateral Documents, if any, and related documents or agreements shall have been made, in each case in a manner reasonably satisfactory to the Administrative Agent. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither the Administrative Agent nor the Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit Facility.
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Incremental Credit Facilities. At any time on or after the Closing Date, EWI the Borrowers may, on written notice from AFI to the Administrative Agent, establish additional credit facilities with Lenders or other Eligible Assignees who shall become Lenders (collectively, the “Incremental Credit Facilities”) by increasing the Aggregate Revolving Commitments for Australian Revolving Obligations, USD Revolving Obligations, European Revolving Obligations or India Revolving Obligations or the amount of the Term Loan A as provided in Section 2.01(f), Committed Amount or establishing one or more new other revolving loans or term loans, or some combination thereof; provided thatcredit commitments in accordance herewith with the following:
(i) the The aggregate amount of loans and commitments for all Incremental Loan Credit Facilities established after the Closing Date hereunder shall not exceed Two Hundred Five Million Dollars ONE HUNDRED FIFTY MILLION DOLLARS ($205,000,000150,000,000);.
(ii) (A) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (B) the Credit Parties shall be in compliance with the financial covenants under Section 8.12 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount A portion of the Incremental Credit Facilities may be provided to the Borrowers in the form of a “first-in, last-out” credit facility under this Agreement (“FILO Credit Facility”) which AFI may by written notice to the Administrative Agent elect to establish with each FILO Lender that agrees to make loans in accordance with the FILO Amendment; provided, that (x) it shall be a condition to the establishment of a FILO Credit Facility that all conditions set forth in this Section 2.01 and all FILO Incremental Conditions shall be satisfied, and (y) notwithstanding anything in Section 11.01 or any other provision of the Loan Facility is fully drawn Documents to the contrary, (1) the Lenders hereby irrevocably authorize the Administrative Agent to enter into a FILO Incremental Amendment or other amendments, restatements or other supplements or modifications to this Agreement and fundedthe other Loan Documents with the applicable Loan Parties and the FILO Lenders as may be necessary or desirable in order to establish the FILO Credit Facility, in each case on terms consistent with the conditions set forth in this Section 2.01 and the FILO Incremental Conditions without the consent or approval of any Lenders (other than the Lenders participating in the FILO Credit Facility), (C2) the conditions for Lenders hereby consent to the FILO Credit Extensions under subsections Facility, the FILO Incremental Conditions and other transactions contemplated by this Section 2.01(b)(ii) and hereby waive the requirements of any provision of this Agreement (aincluding, without limitation, any pro rata payment section or amendment or waiver section, but excluding this Section 2.01 and the FILO Incremental Conditions) or any other Loan Document that might otherwise prohibit or restrict the FILO Credit Facility, the FILO Credit Facility Amendment or any other transaction contemplated by this Section 2.01(b)(ii) and (b) of Section 5.02 are or can be satisfied on such date, and (D3) the Credit Parties Administrative Agent shall demonstrate compliance have the right (but not the obligation) to consult with the sizing condition for Required Lenders with respect to the Incremental Loan FILO Credit Facility in clause (i) hereinabove;and any matter contemplated by this Section 2.01(b)(ii).
(iii) EWI will provide A portion of the Incremental Credit Facilities may be provided to Canadian Subsidiaries of AFI in the form of a Canadian Dollar revolving credit facility (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect “Canadian Incremental Credit Facility”), which AFI may by written notice to the Administrative Agent elect to establish with each Canadian Incremental Lender that agrees to make Canadian Incremental Revolving Loans; provided, that (x) it shall be a condition to the establishment of a Canadian Incremental Credit Facility that all conditions set forth in this Section 2.01 and all Canadian Incremental Conditions shall be satisfied, and (y) notwithstanding anything in Section 11.01 or any other provision of the Loan Documents to the contrary, (1) the Lenders hereby irrevocably authorize the Administrative Agent to enter into a Canadian Incremental Amendment or other amendments, restatements or other supplements or modifications to this Agreement and the other Loan Documents with the applicable Loan Parties and the Canadian Incremental Lenders as may be necessary or desirable in order to establish the Canadian Incremental Credit Facility, in each case on terms consistent with the conditions set forth in this Section 2.01 and the Canadian Incremental Conditions without the consent or approval of any Lenders (other than the Lenders participating in the Canadian Credit Facility), (2) the Lenders hereby consent to the Canadian Incremental Credit Facility, the Canadian Incremental Conditions and other transactions contemplated by this Section 2.01(b)(iii) and hereby waive the requirements of any provision of this Agreement (including, without limitation, any pro rata payment section or amendment or waiver section, but excluding this Section 2.01 and the Canadian Incremental Conditions) or any other Loan Document that might otherwise prohibit or restrict the Canadian Incremental Credit Facility, the Canadian Incremental Credit Facility Amendment or any other transaction contemplated by this Section 2.01(b)(iii) and (3) the Administrative Agent shall have the right (but not the obligation) to consult with the Required Lenders with respect to the Canadian Incremental Credit Facility and any matter contemplated by this Section 2.01(b)(iii).
(iv) A portion of the Incremental Credit Facilities may be provided to Australian Subsidiaries of AFI in the form of an Australian Dollar revolving credit facility (an “Australian Incremental Credit Facility”), which AFI may by written notice to the Administrative Agent elect to establish with each Australian Incremental Lender that agrees to make Australian Incremental Revolving Loans; provided, that (x) it shall be a condition to the establishment of an Australian Incremental Credit Facility that all conditions set forth in this Section 2.01 and all Australian Incremental Conditions shall be satisfied, and (y) notwithstanding anything in Section 11.01 or any other provision of the Loan Documents to the contrary, (1) the Lenders hereby irrevocably authorize the Administrative Agent to enter into an Australian Incremental Amendment or other amendments, restatements or other supplements or modifications to this Agreement and the other Loan Documents with the applicable Loan Parties and the Australian Incremental Lenders as may be necessary or desirable in order to establish the Australian Incremental Credit Facility, in each case on terms consistent with conditions set forth in this Section 2.01 and the Australian Incremental Conditions without the consent or approval of any Lenders (other than the Lenders participating in the Australian Incremental Credit Facility), (2) the Lenders hereby consent to the Australian Incremental Credit Facility, the Australian Incremental Conditions and other transactions contemplated by this Section 2.01(b)(iv) and hereby waive the requirements of any other provisions of this Agreement (including, without limitation, any pro rata payment section or amendment or waiver section, but excluding this Section 2.01 and the Australian Incremental Conditions) or any other Loan Document that might otherwise prohibit or restrict the Australian Incremental Credit Facility, the Australian Incremental Credit Facility Amendment or any other transaction contemplated by this Section 2.01(b)(iv) and (3) the Administrative Agent shall have the right (but not the obligation) to consult with the Required Lenders with respect to the Australian Incremental Credit Facility and any matter contemplated by this Section 2.01(b)(iv).
(v) All or a portion of the Incremental Credit Facilities may be provided to the Borrowers in the form of one or more increases in the Commitments, which AFI may by written notice to the Administrative Agent elect to establish with each Revolving Lender that agrees to so increase its Commitments or other Eligible Assignees that agree to provide a Commitment in connection with the establishment of such Incremental Credit Facility; provided, that (w) any such Incremental Credit Facility denominated in Dollars shall be a part of the Revolving Loans and Commitments hereunder subject to the same terms and conditions without distinction from the Revolving Loans and Commitments existing prior to their establishment, except as may be expressly provided in connection therewith (such as any upfront fees, different interest rate or different later final maturity date); (x) any such increase will be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (y) if any Revolving Loans are outstanding at the time of establishment of the Incremental Credit Facility Facility, the Borrowers will make such payments and demonstrating compliance with adjustments on the financial covenants hereunder after giving U.S Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment amounts and Pro Rata Shares, it being agreed that the Administrative Agent shall, in consultation with the Borrowers, manage the allocation of the revised Pro Rata Shares to the existing Eurodollar Rate Loans in such a manner as to minimize the break-funding amounts so payable by the Borrowers, and (z) the final maturity date of any such Incremental Credit Facility (assuming, for purposes hereof, that shall be no earlier than the Incremental Credit Facility is fully drawn and funded), and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the commitments for the Incremental Credit Facility;
(iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent;
(v) upfront and/or arrangement fees, if any, in respect final maturity date of the new commitments or loans so established, shall be paid; and
(vi) to the extent necessary in the reasonable judgment of the Administrative Agent, amendments to each of the Collateral Documents, if any, then existing Revolving Loans and related documents or agreements shall have been made, in each case in a manner reasonably satisfactory to the Administrative Agent. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither the Administrative Agent nor the Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit FacilityCommitments.
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Incremental Credit Facilities. At any time on or after the Closing Date, EWI the Borrower may, on written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing increasing, at their election, the Aggregate Revolving Commitments for Australian Revolving Obligations, USD Revolving Obligations, European Revolving Obligations or India Revolving Obligations or the amount of the Term Loan A Committed Amount as provided in Section 2.01(f), or establishing one or more new revolving loans or term loans, or some combination thereof; provided that:
(i) no Default shall have occurred and be continuing or shall result after giving effect to the aggregate amount of loans and commitments for all Incremental Loan Facilities established after the Closing Date hereunder shall not exceed Two Hundred Five Million Dollars ($205,000,000)Credit Facility;
(ii) (A) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (B) the Credit Parties shall be in compliance with the financial covenants under Section 8.12 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Incremental Loan Facility is fully drawn and funded), (C) the conditions for to all Credit Extensions under subsections (a) and (b) of in Section 5.02 are or can be satisfied on such date, and (D) the Credit Parties 4.02 shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabovehave been satisfied;
(iii) EWI the Borrower will provide (A) a compliance certificate from a Responsible Financial Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder set forth in Section 7.12 after giving effect on a pro forma basis to the Incremental Credit Facility (assuming, for purposes hereof, that the Incremental Credit Facility is fully drawn and funded)) as of the most recently ended fiscal quarter, and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the commitments for the Incremental Credit Facility;
(iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent;
(v) upfront and/or arrangement fees, if any, in respect of the new commitments or loans so established, shall be paid; and
(viv) to the extent necessary in the reasonable judgment of reasonably requested by the Administrative Agent, amendments to each of the Collateral Security Documents, if any, and related documents or agreements shall have been made, in each case in a manner reasonably satisfactory to the Administrative Agent. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither the Administrative Agent nor the Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to the establishment of any Incremental Credit Facility.
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Incremental Credit Facilities. At any time on or after the Closing Date, EWI the Borrower may, on written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing the Aggregate Revolving Commitments for Australian Committed Amount (the “Incremental Revolving ObligationsLoan Facility”), USD Revolving Obligations, European Revolving Obligations or India Revolving Obligations or increasing the amount of the Term Loan A B (the “Incremental Term Loan B Facility”) or establishing a new term loan or loans as provided in Section 2.01(f), or establishing one or more new revolving loans or term loans, or some combination thereofherein; provided that, in any such case:
(i) the aggregate amount of loans and commitments for all Incremental Loan Credit Facilities established after the Closing Date hereunder shall not exceed Two Hundred Five Million Dollars FIFTY MILLION DOLLARS ($205,000,00050,000,000);
(ii) (A) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (B) the Credit Parties shall be in compliance with the financial covenants under Section 8.12 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof hereof, that the entire amount of the Incremental Loan Facility incremental commitments is fully drawn and funded), (C) the conditions for Credit Extensions under subsections (a) and (b) of Section 5.02 are or can be satisfied on such date, and (D) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove;
(iii) EWI the establishment of the Incremental Credit Facilities and the extension of credit thereunder are subject to satisfaction of the conditions to all Credit Extensions in Section 5.02;
(iv) the Borrower will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment satisfaction of the Incremental Credit Facility foregoing conditions in clauses (ii) and (iii) above and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility on a Pro Forma Basis (assuming, assuming for purposes hereof, that the Incremental Credit Facility amount of the incremental commitments is fully drawn and funded), and (bB) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the loans and commitments for the Incremental Credit Facility;
(ivv) lenders providing loans and commitments for such the Incremental Loan Credit Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent;
(vvi) upfront and/or arrangement fees, if any, in respect of the new commitments or loans so established, shall be paid; and
(vivii) to the extent necessary in the reasonable judgment of the Administrative Agent, amendments to each of the Collateral Documents, if any, and related documents or agreements shall have been made, in each case in a manner reasonably satisfactory to the Administrative Agent. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates Affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither the Administrative Agent nor any of the Arranger Joint Lead Arrangers shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares or percentages after giving effect to establishment of any Incremental Credit Facility.
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Incremental Credit Facilities. At any time on or after the Closing Date, EWI the Borrower may, on at any time, upon written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing the Aggregate Revolving Commitments for Australian Revolving Obligations, USD Revolving Obligations, European Revolving Obligations or India Revolving Obligations or the amount of the Term Loan A as provided in Section 2.01(f), or Committed Amount and/or establishing one or more new revolving term loans or term loans, or some combination thereofas provided herein; provided that, in any such case:
(i) the aggregate amount of loans and commitments for all Incremental Loan Credit Facilities established on or after the Closing Date hereunder as an Incremental Credit Facility shall not exceed Two Hundred Five Million Dollars SEVENTY-FIVE MILLION DOLLARS ($205,000,00075,000,000);
(ii) any increase in the Aggregate Revolving Committed Amount or the principal amount of any term loan established under this Section shall be in a principal amount of at least $10 million and integral multiples of $500,000 in excess thereof;
(Aiii) any increase in the Aggregate Revolving Committed Amount under this Section shall have terms identical to those for the Revolving Loans under Section 2.01(a), except for fees payable to the Lenders providing commitments for such Incremental Credit Facility;
(iv) any term loan established under this Section will have a final maturity date that is coterminous with or later than the final maturity date for the Term Loan A and an average life-to-maturity from the date of issuance not sooner than the average life-to-maturity of the Term Loan A from such date;
(v) no Default or Event of Default shall exist immediately before have occurred and be continuing, or immediately would result after giving effect thereto, (B) the to any such Incremental Credit Parties shall be in compliance with the financial covenants under Section 8.12 after giving effect thereto on a Pro Forma Basis Facility (assuming for purposes hereof hereof, that the entire amount of the applicable Incremental Loan Credit Facility is fully drawn and funded), (C) the conditions for Credit Extensions under subsections (a) and (b) of Section 5.02 are or can be satisfied on such date, and (D) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove;
(iiivi) EWI the establishment of the Incremental Credit Facilities and the extension of credit thereunder are subject to satisfaction of the conditions to all Credit Extensions in Section 5.02;
(vii) the Borrower will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment satisfaction of the Incremental Credit Facility foregoing conditions in clauses (ii) and (iii) above and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility on a Pro Forma Basis (assuming, assuming for purposes hereof, that the Incremental Credit Facility amount of the incremental commitments is fully drawn and funded), and (bB) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the loans and commitments for the Incremental Credit Facility;
(ivviii) any new lender providing loans and commitments for the Incremental Credit Facilities must be reasonably acceptable to the Borrower and the Administrative Agent, any new lender providing loans and commitments for any increase in the Aggregate Revolving Committed Amount must also be reasonably acceptable to the L/C Issuer and the Swingline Lender;
(ix) lenders providing loans and commitments for such the Incremental Loan Credit Facility will provide a duly executed Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative AgentAgreement;
(vx) upfront and/or fees and arrangement fees, if any, in respect of the new commitments or loans so established, shall be have been paid; and;
(vixi) if any Revolving Loans are outstanding at the time of any increase in the Aggregate Revolving Committed Amount pursuant to this Section, the Borrower will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment amounts and percentages, it being agreed that the Administrative Agent shall, in consultation with the Borrower, manage the allocation of the revised commitments percentages to the existing Eurocurrency Rate Loans in such a manner as to minimize the break-funding amounts so payable by the Borrower.
(xii) to the extent necessary in the reasonable judgment of the Administrative Agent, amendments to each of the Collateral Documents, if any, and related documents or agreements shall have been made, in each case in a manner reasonably satisfactory to the Administrative Agent; provided, however that consent of the Administrative Agent and the existing Lenders shall not be required to consummate the transactions contemplated pursuant to this Section 2.01(e); provided, further that necessary modifications of this Agreement will be consummated as set forth in Section 11.01(b). In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates Affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither none of the Administrative Agent nor Agent, the Arranger Joint Lead Arrangers or the Lead Lenders shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit Facility.
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Incremental Credit Facilities. At any time on or after the Closing Date, EWI may, on written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing the Aggregate Revolving Commitments for Australian Revolving Obligations, USD Revolving Obligations, European Revolving Obligations or India Revolving Obligations or the amount of the Term Loan A as provided in Section 2.01(f), or establishing one or more new revolving loans or term loans, or some combination thereof; provided that:
(i) the aggregate amount of loans and commitments for all Incremental Loan Facilities established after the Closing ClosingAmendment No. 1 Effective Date hereunder shall not exceed Two TwoOne Hundred Five Million Dollars ($205,000,000205,000,000100,000,000);
(ii) (A) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (B) the Credit Parties shall be in compliance with the financial covenants under Section 8.12 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Incremental Loan Facility is fully drawn and funded), (C) the conditions for Credit Extensions under subsections (a) and (b) of Section 5.02 are or can be satisfied on such date, and (D) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove;
(iii) EWI will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental CHAR1\1346423v112 Credit Facility (assuming, for purposes hereof, that the Incremental Credit Facility is fully drawn and funded), and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the commitments for the Incremental Credit Facility;
(iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent;
(v) upfront and/or arrangement fees, if any, in respect of the new commitments or loans so established, shall be paid; and
(vi) to the extent necessary in the reasonable judgment of the Administrative Agent, amendments to each of the Collateral Documents, if any, and related documents or agreements shall have been made, in each case in a manner reasonably satisfactory to the Administrative Agent. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither the Administrative Agent nor the Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit Facility.
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Incremental Credit Facilities. At any time on or after the Closing Date, EWI the Borrowers may, on written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing increasing, at their election, the Aggregate Revolving Commitments for Australian Revolving Obligations, USD Revolving Obligations, European Revolving Obligations or India Revolving Obligations Committed Amount or the amount of the Term Loan A as provided in Section 2.01(f), or establishing one or more new revolving loans or pro rata term loans, or some combination thereof; provided that:
(i) no Default shall have occurred and be continuing or shall result after giving effect to the aggregate amount of loans and commitments for all Incremental Loan Facilities established after the Closing Date hereunder shall not exceed Two Hundred Five Million Dollars ($205,000,000)Credit Facility;
(ii) (A) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (B) the Credit Parties shall be in compliance with the financial covenants under Section 8.12 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Incremental Loan Facility is fully drawn and funded), (C) the conditions for to all Credit Extensions under subsections (a) and (b) of in Section 5.02 are or can be satisfied on such date, and (D) the Credit Parties 4.02 shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabovehave been satisfied;
(iii) EWI the Parent Borrower will provide (A) a compliance certificate from a Responsible Financial Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder set forth in Section 7.12 after giving effect on a pro forma basis to the Incremental Credit Facility (assuming, for purposes hereof, that the Incremental Credit Facility is fully drawn and funded)) as of the most recently ended fiscal quarter, and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the commitments for the Incremental Credit Facility;
(iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent;
(v) upfront and/or arrangement fees, if any, in respect of the new commitments or loans so established, shall be paid;
(v) receipt of officer’s certificates, legal opinions and other supporting certificates and documents reasonably requested by the Administrative Agent confirming that loans, commitments and indebtedness under the Incremental Credit Facilities, and the liens and security interests relating thereto, are permitted under the Senior Notes Indenture, or successor indenture for any Senior Notes Refinancing Indebtedness; and
(vi) to the extent necessary in the reasonable judgment of reasonably requested by the Administrative Agent, amendments to each of the Collateral Security Documents, if any, and related documents or agreements shall have been made, in each case in a manner reasonably satisfactory to the Administrative Agent. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither the Administrative Agent nor the Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to the establishment of any Incremental Credit Facility.
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