Common use of Commitment Increase; New Commitments Clause in Contracts

Commitment Increase; New Commitments. (a) Each Increasing Lender hereby agrees to increase the amount of its (i) Revolving Commitment under the Credit Agreement by the amount shown as its “Revolving Commitment Increase” on Annex A attached hereto and (ii) Term Loan Commitment under the Credit Agreement by the amount shown as its “Term Loan Commitment Increase” on Annex A attached hereto. (b) Each New Lender hereby agrees to provide (i) a Revolving Commitment under the Credit Agreement in the amount shown as its “New Revolving Commitment” on Annex A attached hereto and (ii) a Term Loan Commitment under the Credit Agreement in the amount shown as its “New Term Loan Commitment” on Annex A attached hereto. (c) Each Incremental Lender acknowledges and agrees that the respective Revolving Commitments and Term Loan Commitments of such Lender and the other Lenders under the Credit Agreement are several and not joint commitments and obligations of such Lenders. Each Incremental Lender further acknowledges and agrees that Schedule II of the Credit Agreement as set forth on Exhibit A hereto sets forth for such Lender its Revolving Commitment and its Term Loan Commitment under the Credit Agreement immediately after to giving effect to this Amendment. (d) Upon this Amendment becoming effective (x) with respect to the Existing Term Loans and the Revolving Loans outstanding under the Credit Agreement immediately prior to this Amendment becoming effective, the Increasing Lenders that are providing Commitment Increases such that after giving effect to this Amendment their ratable portion of the Commitments shall be less than their ratable portions immediately prior to this Amendment (the “Non-Pro Rata Increasing Lenders”) shall assign to each Increasing Lender that is providing a Commitment Increase such that after giving effect to this Amendments its ratable portion of the Commitments shall be greater than its ratable portion immediately prior to this Amendment (the “Incremental Increasing Lenders”), and each of the Incremental Increasing Lenders shall purchase from the Non-Pro Rata Increasing Lenders, at the principal amount thereof (together with accrued interest), such interest in the Existing Term Loans and such outstanding Revolving Loans as shall be necessary in order that after giving effect to all such assignments and purchases, the Lenders shall hold the Existing Term Loans and such outstanding Revolving Loans ratably in proportion to their respective Fifth Amendment Additional Term Loan Commitments and Revolving Commitments, as applicable, as set forth on Schedule II of the Credit Agreement as set forth on Exhibit A hereto after giving effect to this Amendment and (y) the amount of the participations held by each Lender in each Letter of Credit and each Swingline Loan then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit and Swingline Loan in proportion to their respective Revolving Commitments as set forth on Schedule II of the Credit Agreement as set forth on Exhibit A hereto after giving effect to this Amendment. (e) On the date hereof, each Lender shall make a Term Loan to the Borrower in a principal amount equal to the Fifth Amendment Additional Term Loan Commitment of such Lender. The Lenders hereby waive any Notice of Term Borrowing that the Borrower may be required to deliver under Section 2.5 of the Credit Agreement or any other provision thereof with regard to the Term Loan to be made on the date hereof. (f) Immediately after this Amendment becomes effective, certain assignments will be made among the Lenders so that the final allocations of each Lender after giving effect to such assignments will be as set forth on Annex B to this Amendment.