Common use of New Revolving Credit Commitments Clause in Contracts

New Revolving Credit Commitments. (a) The parties hereby agree that on the Incremental Effective Date, (i) the Total Revolving Credit Commitment and the aggregate amount of the Revolving Credit Commitments under the Credit Agreement shall increase by the amount of the 2016 New Revolving Credit Commitment of the 2016 New Revolving Loan Lender provided hereunder, (ii) there shall be an automatic adjustment to the Revolving Credit Commitment Percentage of each Revolving Credit Lender in the aggregate Revolving Letter of Credit Exposure (and Revolving L/C Participations) to reflect the new Revolving Credit Percentage of each Revolving Credit Lender in the aggregate Revolving Letter of Credit Exposure (and Revolving L/C Participations) resulting from the 2016 Revolving Commitment Increase effected hereby and (iii) the Borrower and the Administrative Agent, as the case may be, shall take all actions, if any, contemplated by clause (b)(x) of Section 2.14 of the Credit Agreement (including any prepayments and reborrowings of Revolving Credit Loans requested by the Administrative Agent after giving effect to the 2016 Revolving Commitment Increase). (b) The 2016 New Revolving Credit Commitment shall (i) become a part of the existing Class of Revolving Credit Commitments for all purposes of the Credit Agreement and the other Credit Documents and (ii) together with all related Revolving Credit Exposure, be subject to the same prepayment provisions, Maturity Date and other terms and conditions applicable to the existing Revolving Credit Commitments and Revolving Credit Loans (and related Revolving Credit Exposure) under the Credit Agreement and the other Credit Documents.

New Revolving Credit Commitments. (a) The parties hereby agree that on Borrower may, by written notice to the Incremental Effective DateAdministrative Agent, (i) the Total Revolving Credit Commitment and the aggregate amount of the Revolving Credit Commitments under the Credit Agreement shall increase by the amount of the 2016 New Revolving Credit Commitment of the 2016 New Revolving Loan Lender provided hereunder, (ii) there shall be an automatic adjustment elect to request prior to the Revolving Credit Commitment Percentage Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, the "New Revolving Credit Commitments"), by an amount not in excess of $25,000,000 (or such lesser amount which shall be approved by the Administrative Agent). Each such notice shall specify (A) the date (each, an "Increased Amount Date") on which the Borrower proposes that the New Revolving Credit Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Assignee (each, a "New Revolving Credit Lender in the aggregate Revolving Letter of Credit Exposure (and Revolving L/C ParticipationsLender") to reflect whom the new Borrower proposes any portion of such New Revolving Credit Percentage Commitments be allocated and the amounts of each such allocations; provided that any Lender approached to provide all or a portion of the New Revolving Credit Lender Commitments may elect or decline, in its sole discretion, to provide a New Revolving Credit Commitment. Such New Revolving Credit Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Credit Commitments; (2) the aggregate Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 7.1 as of the last day of the most recently ended fiscal quarter after giving effect to such New Revolving Letter of Credit Exposure Commitments; (3) the New Revolving Credit Commitments shall be effected pursuant to one or more Assignment and Revolving L/C Participations) resulting from the 2016 Revolving Commitment Increase effected hereby Acceptance Agreements executed and (iii) delivered by the Borrower and the Administrative Agent, as and each of which shall be recorded in the case may be, Register and shall take all actions, if any, contemplated by clause be subject to the requirements set forth in Section 2.20(d) through (b)(xf); (4) of the Borrower shall make any payments required pursuant to Section 2.14 of 2.21 in connection with the Credit Agreement (including any prepayments and reborrowings of New Revolving Credit Loans Commitments; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction (including, without limitation, confirmation that the obligations of the Credit Parties with respect to such New Revolving Credit Commitments (and any Loans or extensions of credit thereunder) are secured by the Collateral and the priority of the Administrative Agent's Lien in such Collateral has not been affected by the New Revolving Credit Commitments. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Credit Lenders shall assign to each of the New Revolving Credit Lenders, and each of the New Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the 2016 addition of such New Revolving Commitment Increase). Credit Commitments to the Revolving Credit Commitments, (b) The 2016 each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (ia "New Revolving Credit Loan") shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Credit Lender shall become a part Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) The Administrative Agent shall notify Lenders promptly upon receipt of the existing Class Borrower's notice of each Increased Amount Date and in respect thereof (y) the New Revolving Credit Commitments for all purposes and the New Revolving Credit Lenders, and (z) in the case of each notice to any Revolving Credit Lender, the respective interests in such Revolving Credit Lender's Revolving Credit Loans, in each case subject to the assignments contemplated by this Section. (d) The terms and provisions of the New Revolving Credit Loans shall be identical to the Revolving Credit Loans. Each Assignment and Acceptance Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents and (ii) together with all related Revolving Credit Exposureas may be necessary or appropriate, be subject in the opinion of the Administrative Agent, to effect the same prepayment provisions, Maturity Date and other terms and conditions applicable to the existing Revolving Credit Commitments and Revolving Credit Loans (and related Revolving Credit Exposure) under the Credit Agreement and the other Credit Documentsprovision of this Section 2.25.

New Revolving Credit Commitments. (a) The parties hereby agree that on Subject to the Incremental terms and conditions set forth herein, effective as of the Second Refinancing Amendment Effective Date, all 2011 Revolving Credit Commitments (including all 2011 Dollar Revolving Credit Commitments and 2011 Multicurrency Revolving Credit Commitments) in effect immediately prior to the Second Refinancing Amendment Effective Date will be terminated pursuant to Section 2.06 of the Credit Agreement; provided, however, that the foregoing shall not affect (i) the Total Revolving obligations of any L/C Issuer or any Letters of Credit Commitment and outstanding immediately prior to the aggregate amount of the Revolving Credit Commitments under the Credit Agreement shall increase by the amount of the 2016 New Revolving Credit Commitment of the 2016 New Revolving Loan Lender provided hereunder, Second Refinancing Amendment Effective Date or (ii) there shall be an automatic adjustment the obligation of the Swing Line Lender to make Swing Line Loans pursuant to Section 2.04 of the Restated Credit Agreement or any Swing Line Loans outstanding, immediately prior to the Revolving Credit Commitment Percentage of each Revolving Credit Lender in the aggregate Revolving Letter of Credit Exposure (and Revolving L/C Participations) to reflect the new Revolving Credit Percentage of each Revolving Credit Lender in the aggregate Revolving Letter of Credit Exposure (and Revolving L/C Participations) resulting from the 2016 Revolving Commitment Increase effected hereby and (iii) the Borrower and the Administrative Agent, as the case may be, shall take all actions, if any, contemplated by clause (b)(x) of Section 2.14 of the Credit Agreement (including any prepayments and reborrowings of Revolving Credit Loans requested by the Administrative Agent after giving effect to the 2016 Revolving Commitment Increase)Second Refinancing Amendment Effective Date. (b) The 2016 Subject to the terms and conditions set forth herein, on the Second Refinancing Amendment Effective Date, simultaneously with the termination of the 2011 Revolving Credit Commitments pursuant to paragraph (a) above, (i) each New Revolving Credit Lender shall become or continue to be, as applicable, a 2013 Revolving Credit Lender, a Revolving Credit Lender and a Lender under the Restated Credit Agreement, and shall have all the rights and obligations of a Lender holding a Revolving Credit Commitment shall thereunder, and (iii) become a part the 2013 Dollar Revolving Credit Commitment and 2013 Multicurrency Revolving Credit Commitment of each New Revolving Credit Lender will be the amount of such commitment, if any, set forth with respect to such New Revolving Credit Lender on Schedule I hereto. (c) Subject to the terms and conditions set forth herein, pursuant to Sections 2.15 and 2.18 of the existing Class Credit Agreement, effective as of Revolving Credit Commitments the Second Refinancing Amendment Effective Date, for all purposes of the Loan Documents, (a) (i) the New Revolving Credit Commitments shall constitute “2013 Revolving Credit Commitments”, “Revolving Credit Commitments”, “Other Revolving Credit Commitments”, “Commitments” and to the extent the New Revolving Credit Commitments exceed the Credit Agreement Refinancing Indebtedness, a “Revolving Commitment Increase”, (ii) the new Dollar Revolving Credit Commitments shall constitute “2013 Dollar Revolving Credit Commitments” and “Revolving Credit Commitments”, and the other new Multicurrency Revolving Credit Documents Commitments shall constitute “2013 Multicurrency Revolving Credit Commitments” and “Revolving Credit Commitments”, (iii) each New Revolving Credit Loan shall constitute a “2013 Revolving Credit Loan”, a “Revolving Credit Loan” and a “Loan”, and (iii) each New Dollar Revolving Credit Loan shall constitute a “2013 Dollar Revolving Credit Loan”, a “Dollar Revolving Credit Loan” and a “Loan” and each New Multicurrency Revolving Credit Loan shall constitute a “2013 Multicurrency Revolving Credit Loan”, a “Multicurrency Revolving Credit Loan” and a “Loan”, and (b) (i) each New Revolving Credit Lender shall become an “Additional Lender” and a “Revolving Commitment Increase Lender”, and shall have all the rights and obligations of a Lender holding a Revolving Credit Commitment, (ii) each New Dollar Revolving Credit Lender shall become a “2013 Dollar Revolving Credit Lender” (if such New Dollar Revolving Credit Lender is not already a 2013 Dollar Revolving Credit Lender prior to the effectiveness of this Amendment), and shall have all the rights and obligations of a Lender holding a 2013 Dollar Revolving Credit Commitment, and (iii) each New Multicurrency Revolving Credit Lender shall become a “2013 Multicurrency Revolving Credit Lender” (if such New Multicurrency Revolving Credit Lender is not already a 2013 Multicurrency Revolving Credit Lender prior to the effectiveness of this Amendment), and shall have all the rights and obligations of a Lender holding a 2013 Multicurrency Revolving Credit Commitment, and (c) all Letters of Credit and Swing Line Loans outstanding immediately prior to the Second Refinancing Amendment Effective Date shall continue to be Letters of Credit and Swing Line Loans issued pursuant to the Restated Credit Agreement. (d) On the Second Refinancing Amendment Effective Date, each New Revolving Credit Lender with a New Revolving Credit Commitment will automatically and without further act be (i) deemed to have acquired a participation in each Letter of Credit outstanding on the Second Refinancing Amendment Effective Date in accordance with Section 2.03(c) of the Restated Credit Agreement and (ii) together obligated to acquire and fund participations in any Swing Line Loans outstanding (if any) on the Second Refinancing Amendment Effective Date in accordance with all related the provisions of Section 2.04(c) of the Restated Credit Agreement such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations under the Restated Credit Agreement in Letters of Credit and Swing Line Loans held by each Revolving Credit Exposure, be subject to the same prepayment provisions, Maturity Date and other terms and conditions applicable to the existing Lender (including each 2013 Revolving Credit Lender holding 2013 Revolving Credit Commitments immediately prior to the Second Refinancing Amendment Effective Date and each New Revolving Credit Lender) will equal the percentage of the aggregate Revolving Credit Commitments following the Second Refinancing Amendment Effective Date (including all 2013 Revolving Credit Commitments outstanding immediately prior to the Second Refinancing Amendment Effective Date and all New Revolving Credit Commitments) of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment. The Swing Line Lender and each L/C Issuer consent to the foregoing. (e) If there are any 2011 Revolving Credit Loans (and related or 2013 Revolving Credit ExposureLoans outstanding immediately prior to the Second Refinancing Amendment Effective Date (the “Existing Revolving Credit Loans”), such Existing Revolving Credit Loans shall be prepaid in full by the Borrowers on the Second Refinancing Amendment Effective Date, which prepayment shall be accompanied by accrued and unpaid fees and interest on the Revolving Credit Loans being prepaid and any funding losses payable in accordance with Section 3.05 of the Restated Credit Agreement. Such prepayment may be financed (subject to satisfaction of applicable borrowing conditions under Section 4.02 of the Restated Credit Agreement) under with the proceeds of Revolving Credit Agreement Loans made on such date by the Revolving Credit Lenders. The Administrative Agent hereby waives the requirement that the Company provide advance notice of such repayment pursuant to Section 2.05(a). The Borrowers shall, on the Second Refinancing Amendment Effective Date, pay to the Administrative Agent, for the accounts of the Persons that are Revolving Credit Lenders holding outstanding Revolving Credit Loans immediately prior to the Second Refinancing Amendment Effective Date, all interest and fees accrued to the Second Refinancing Amendment Effective Date with respect to such Revolving Credit Loans and, to the extent invoiced prior to the Second Refinancing Amendment Effective Date, any funding losses payable in accordance with Section 3.05 of the Restated Credit Agreement. (f) Each Lender, by delivering its signature page to this Amendment on the Second Refinancing Amendment Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on the Second Refinancing Amendment Effective Date. The commitments of the New Revolving Credit DocumentsLenders are several, and no New Revolving Credit Lender shall be responsible for any other New Revolving Credit Lender’s failure to fund Revolving Credit Loans.

New Revolving Credit Commitments. (a) The parties hereby agree that on On and after the Incremental Amendment No. 2 Effective DateDate (as defined below), (i) the Total Revolving Credit Commitment and the aggregate amount of the all Revolving Credit Commitments under the Credit Agreement shall increase by be permanently terminated in full and the amount of the 2016 New Existing Revolving Credit Commitment of the 2016 New Revolving Loan Lender provided hereunderLenders, (ii) there shall be an automatic adjustment who constitute Required Class Lenders with respect to the Revolving Credit Commitment Percentage Commitments prior to giving effect to the Amendment, hereby consent to the waiver of each Revolving Credit Lender in the aggregate Revolving Letter delivery of Credit Exposure (and Revolving L/C Participationsthe termination notice required under Section 2.07(a) to reflect the new Revolving Credit Percentage of each Revolving Credit Lender in the aggregate Revolving Letter of Credit Exposure (and Revolving L/C Participations) resulting from the 2016 Revolving Commitment Increase effected hereby and (iii) the Borrower and the Administrative Agent, as the case may be, shall take all actions, if any, contemplated by clause (b)(x) of Section 2.14 of the Credit Agreement pursuant to clause (including any prepayments and reborrowings 6) of the second proviso to Section 11.01(a) of the Credit Agreement, (ii)(x) each New Revolving Credit Loans requested by the Administrative Agent after giving effect Lender severally agrees to provide its New Revolving Credit Commitments to the 2016 Borrower, subject to the terms and conditions set forth in the Amended Credit Agreement and (y) Schedule 2.01 of the Credit Agreement shall be replaced with Schedule I hereto, (iii) each Letter of Credit in existence on the Amendment No. 2 Effective Date shall be deemed to have been issued under the Amended Credit Agreement under the New Revolving Credit Commitments in reliance upon the agreement of the New Revolving Credit Lenders set forth in Section 2.04 of the Amended Credit Agreement, (iv) the Swing Line Lender (as defined in the Amended Credit Agreement) hereby agrees to provide Swing Line Commitments in an amount up to the Swing Line Sublimit (as defined in the Amended Credit Agreement) and (v)(x) each L/C Issuer (as defined in the Amended Credit Agreement) hereby agrees to issue Letters of Credit in an amount up to its L/C Commitment Increase)(as defined in the Amended Credit Agreement) and (y) Schedule 2.04 of the Credit Agreement shall be replaced with Schedule II hereto. (b) The 2016 New Revolving Credit Commitment shall (i) become a part Agreement is, effective as of the existing Class Amendment No. 2 Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of Revolving the Credit Commitments Agreement attached as Exhibit A hereto. (c) With effect from Amendment No. 2 Effective Date, for all purposes of the Amended Credit Agreement, each New Revolving Credit Lender shall be deemed to be an “Initial Revolving Credit Lender”, a “Revolving Credit Lender” and a “Lender” under the Amended Credit Agreement and the other Credit Documents and (ii) together with all related Revolving Credit Exposure, be subject to the same prepayment provisions, Maturity Date and other terms and conditions applicable to the existing New Revolving Credit Commitments and shall be deemed to constitute “Initial Revolving Credit Loans (and related Commitments”, “Revolving Credit Exposure) Commitments” and “Commitments” under the Amended Credit Agreement and the other Credit DocumentsAgreement.

New Revolving Credit Commitments. (a) The parties hereby agree that on the Incremental Effective Date, (i) the Total Revolving Credit Commitment and the aggregate amount of the Revolving Credit Commitments under the Credit Agreement shall increase by the amount of the 2016 New Revolving Credit Commitment of the 2016 Each New Revolving Loan Lender provided hereunderparty hereto hereby agrees to commit to provide its respective Incremental Revolving Credit Commitment, (ii) there shall be an automatic adjustment as set forth on Schedule A annexed hereto, on the terms and subject to the Revolving Credit Commitment Percentage of each Revolving Credit Lender in the aggregate Revolving Letter of Credit Exposure (and Revolving L/C Participations) to reflect the new Revolving Credit Percentage of each Revolving Credit Lender in the aggregate Revolving Letter of Credit Exposure (and Revolving L/C Participations) resulting from the 2016 Revolving Commitment Increase effected hereby and (iii) the Borrower and the Administrative Agent, as the case may be, shall take all actions, if any, contemplated by clause (b)(x) of Section 2.14 of the Credit Agreement (including any prepayments and reborrowings of Revolving Credit Loans requested by the Administrative Agent after giving effect to the 2016 Revolving Commitment Increase)conditions set forth below. (b) The 2016 Each New Revolving Credit Commitment shall Loan Lender (i) become confirms that it has received a part of the existing Class of Revolving Credit Commitments for all purposes copy of the Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the 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 Agreement; (ii) together with all related agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other New Revolving Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Exposure, be subject Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to the same prepayment provisions, Maturity Date take such action as agent on its behalf and other terms and conditions applicable to the existing Revolving Credit Commitments and Revolving Credit Loans (and related Revolving Credit Exposure) 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 case may be, by the terms 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 an Incremental Revolving Loan Lender. (c) The New Revolving Credit Commitments shall constitute an increase to the Revolving Credit Commitments under the Revolving Credit Facility outstanding under the Credit Agreement immediately prior to the Amendment Effective Date. Each New Revolving Loan Lender acknowledges and agrees (i) pursuant to Section 2.14(b) of the Credit Agreement, to purchase from each of the existing Revolving Credit Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on the Amendment Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans shall be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments,(ii) that upon the Amendment Effective Date, each New Revolving Loan Lender will automatically acquire from each of the existing Revolving Credit Lenders L/C Participations in respect of existing Letters of Credit and participations in any outstanding Swingline Loans as shall be necessary in order that, after giving effect to all such acquisitions, the L/C Participations and Swingline Exposure shall be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, and (iii) that upon its execution of this Agreement and the making of Incremental Revolving Loans that such New Revolving Loan Lender shall become a “Lender” and “Revolving Credit Lender” under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. (d) Except as set forth in this Agreement, the New Revolving Loans shall otherwise be subject to all such provisions of the Credit Agreement and the other Credit Documents applicable to Initial Revolving Credit Loans, as amended by this Agreement.