Commitment Agreement shall,
subject to the satisfaction of the relevant conditions set forth in this
Agreement, participate in Swingline Loans and Letters of Credit pursuant to
Sections 2.01(b) and 3.04, respectively, and make Revolving Loans as provided in
Section 2.01(a), in each case, under the U.S. Facility Commitment or Canadian
Facility Commitment, as applicable, and such Revolving Loans shall constitute
U.S. Facility
95
Revolving Loans or Canadian Facility Revolving Loans, as the case may be, for
all purposes of this Agreement and the other applicable Loan Documents.
(B)
AT THE TIME OF THE PROVISION OF INCREMENTAL COMMITMENTS PURSUANT
TO THIS SECTION 2.14, (I) HOLDINGS, EACH OTHER BORROWER, EACH GUARANTOR, THE
ADMINISTRATIVE AGENT AND EACH SUCH LENDER OR OTHER ELIGIBLE TRANSFEREE WHICH
AGREES TO PROVIDE AN INCREMENTAL COMMITMENT (EACH, AN "INCREMENTAL LENDER")
SHALL EXECUTE AND DELIVER TO HOLDINGS AND THE ADMINISTRATIVE AGENT AN
INCREMENTAL COMMITMENT AGREEMENT, APPROPRIATELY COMPLETED (WITH THE
EFFECTIVENESS OF THE INCREMENTAL COMMITMENT PROVIDED THEREIN TO OCCUR ON THE
DATE SET FORTH IN SUCH INCREMENTAL COMMITMENT AGREEMENT, WHICH DATE IN ANY EVENT
SHALL BE NO EARLIER THAN THE DATE ON WHICH (I) ALL FEES REQUIRED TO BE PAID IN
CONNECTION THEREWITH AT THE TIME OF SUCH EFFECTIVENESS SHALL HAVE BEEN PAID,
(II) ALL INCREMENTAL COMMITMENT REQUIREMENTS HAVE BEEN SATISFIED, (III) ALL
CONDITIONS SET FORTH IN THIS SECTION 2.14 SHALL HAVE BEEN SATISFIED AND (IV) ALL
OTHER CONDITIONS PRECEDENT THAT MAY BE SET FORTH IN SUCH INCREMENTAL COMMITMENT
AGREEMENT SHALL HAVE BEEN SATISFIED) AND (II) HOLDINGS, EACH OTHER BORROWER,
EACH GUARANTOR, THE SECURITY AGENT AND EACH INCREMENTAL LENDER (AS APPLICABLE)
SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT AND THE SECURITY AGENT
SUCH ADDITIONAL SECURITY DOCUMENTS AND/OR AMENDMENTS TO THE SECURITY DOCUMENTS
AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST WHICH ARE NECESSARY TO ENSURE
THAT ALL LOANS INCURRED PURSUANT TO THE INCREMENTAL COMMITMENTS AND ANY
ADDITIONAL COMMITMENT FEE AND/OR ADDITIONAL MARGIN ARE SECURED BY EACH RELEVANT
SECURITY DOCUMENT (THE "INCREMENTAL SECURITY DOCUMENTS").
THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY EACH LENDER AS TO THE EFFECTIVENESS OF EACH
INCREMENTAL COMMITMENT AGREEMENT AND, AT SUCH TIME, SCHEDULE 1.01(A) SHALL BE
DEEMED MODIFIED TO REFLECT THE INCREMENTAL COMMITMENTS OF SUCH INCREMENTAL
LENDERS.
(C)
IT IS UNDERSTOOD AND AGREED THAT THE INCREMENTAL COMMITMENTS
PROVIDED BY AN INCREMENTAL LENDER OR INCREMENTAL LENDERS, AS THE CASE MAY BE,
PURSUANT TO EACH INCREMENTAL COMMITMENT AGREEMENT SHALL CONSTITUTE PART OF, AND
BE ADDED TO, THE U.S. FACILITY COMMITMENT AND/OR THE CANADIAN FACILITY
COMMITMENT, AS THE CASE MAY BE, AND EACH INCREMENTAL LENDER SHALL CONSTITUTE A
U.S. FACILITY LENDER AND/OR CANADIAN FACILITY LENDER, AS APPLICABLE, FOR ALL
PURPOSES OF THIS AGREEMENT AND EACH OTHER APPLICABLE LOAN DOCUMENT.
(D)
AT THE TIME OF ANY PROVISION OF INCREMENTAL COMMITMENTS PURSUANT
TO THIS SECTION 2.14, EACH BORROWER SHALL, IN COORDINATION WITH THE
ADMINISTRATIVE AGENT, REPAY OUTSTANDING REVOLVING LOANS OF CERTAIN OF THE
LENDERS, AND INCUR ADDITIONAL REVOLVING LOANS FROM CERTAIN OTHER LENDERS
(INCLUDING THE INCREMENTAL LENDERS), IN EACH CASE TO THE EXTENT NECESSARY SO
THAT ALL OF THE U.S. FACILITY LENDERS AND/OR