Common use of Incremental Revolving Commitment Clause in Contracts

Incremental Revolving Commitment. Concurrent with the Eighth Amendment Effective Time, after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments, (x) in accordance with Section 2.19(g) of the Credit Agreement, each Revolving Lender holding Revolving Commitments immediately prior to such Revolving Commitment Increase (each such Revolving Lender, an “Existing Revolving Lender”) that has Revolving Exposure with respect to Revolving Loans that are outstanding under its Existing Revolving Commitments as of immediately prior to the Eighth Amendment Effective Time (the “Existing Revolving Loans”), will, pursuant to Section 2.19(g), assign to each 2022 Incremental Revolving Lender, and each 2022 Incremental Revolving Lender shall purchase from such Existing Revolving Lender, at the principal amount thereof, such interests in the Existing Revolving Loans outstanding as of immediately prior to the Eighth Amendment Effective Time as shall be necessary in order that, after giving effect to all such assignments and purchases under this clause (x), and taking into account all Credit Extensions of Revolving Loans made as of the Eighth Amendment Effective Time, such Existing Revolving Loans will be held by Existing Revolving Lenders and 2022 Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments and (y) the LC Exposure of each Revolving Lender shall be based on such Revolving Lender’s Pro Rata Share (for the avoidance of doubt, determined after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments) of the aggregate LC Exposure. The Administrative Agent and each Issuing Bank hereby consent to each 2022 Incremental Revolving Lender to the extent required pursuant to Section 2.19 and/or Section 10.04 under the Credit Agreement.

Incremental Revolving Commitment. Concurrent with Upon each increase in the Eighth Amendment Effective Time, after giving effect to the revolving commitments under any Revolving Commitment Increase Facility pursuant to the 2022 Incremental Revolving Commitments, (x) in accordance with this Section 2.19(g) of the Credit Agreement2.22, each Revolving Lender holding Revolving Commitments immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender providing a portion of the Incremental Revolving Commitment Increase (each such Revolving Lendereach, an “Existing Incremental Revolving Lender”) that has Revolving Exposure with in respect to Revolving Loans that are outstanding under its Existing Revolving Commitments as of immediately prior to the Eighth Amendment Effective Time (the “Existing Revolving Loans”), will, pursuant to Section 2.19(g), assign to each 2022 Incremental Revolving Lendersuch increase, and each 2022 such Incremental Revolving Lender shall purchase from will automatically and without further act be deemed to have assumed, a portion of such Existing Revolving Lender, at the principal amount thereof, ’s participations hereunder in outstanding Letters of Credit under such interests in the Existing Revolving Loans outstanding as of immediately prior to the Eighth Amendment Effective Time as shall be necessary in order Facility such that, after giving effect to all each such assignments deemed assignment and purchases assumption of participations, the percentage of the aggregate outstanding participations hereunder in such Letters of Credit under this clause such Revolving Facility held by each Revolving Lender (xincluding each such Incremental Revolving Lender), and taking into account all Credit Extensions of Revolving Loans made as applicable, will equal the percentage of the Eighth Amendment Effective Time, such Existing Revolving Loans will be held by Existing aggregate revolving commitments of all Revolving Lenders and 2022 under such Revolving Facility. Additionally, if any revolving loans are outstanding under a Revolving Facility at the time any Incremental Revolving Commitments are established as an increase to such Revolving Facility, the applicable Revolving Lenders ratably in accordance with their immediately after effectiveness of such Incremental Revolving Commitments shall purchase and assign at par such amounts of the revolving loans outstanding under such Revolving Facility at such time as the Administrative Agent may require such that each Revolving Lender holds its pro rata percentage of all revolving loans outstanding under such Revolving Facility immediately after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments and (y) the LC Exposure of each Revolving Lender shall be based on all such Revolving Lender’s Pro Rata Share (for the avoidance of doubt, determined after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments) of the aggregate LC Exposureassignments. The Administrative Agent and each Issuing Bank the Lenders hereby consent to each 2022 Incremental Revolving Lender agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the extent required transactions effected pursuant to Section 2.19 and/or Section 10.04 under the Credit Agreementimmediately preceding sentence.

Incremental Revolving Commitment. Concurrent with (a) Upon the Eighth occurrence of the Third Amendment Effective TimeClosing Date, after giving effect (i) each 2022-2 Incremental Revolving Lender shall have the 2022-2 Incremental Revolving Commitment in an amount equal to the amount set forth next to such 2022-2 Incremental Revolving Lender’s name in Schedule 1 hereto, (ii) the Aggregate Revolving Credit Commitments shall be $100,000,000 and (iii) Schedule 2.01 to the Credit Agreement shall be amended and restated in its entirety, and each Lender’s Revolving Credit Commitment Increase shall be, as set forth on Schedule 2 hereto. (b) The terms and conditions of the 2022-2 Incremental Revolving Commitments and any 2022-2 Incremental Revolving Loans shall be identical to the terms and conditions of the Revolving Credit Commitments and any Revolving Credit Loans outstanding immediately prior to the Third Amendment Closing Date, respectively (except with respect to upfront or similar fees paid to the 2022-2 Incremental Revolving Lenders pursuant to the 2022 terms hereof). The 2022-2 Incremental Revolving Commitments, (x) in accordance with Section 2.19(g) Commitments shall constitute the same Class of Commitments as the Revolving Credit Agreement, each Revolving Lender holding Revolving Commitments outstanding immediately prior to such the Third Amendment Closing Date. The 2022-2 Incremental Revolving Commitment Increase Loans shall constitute the same Class of Loans as any Revolving Credit Loans made in respect of the Revolving Credit Commitments outstanding immediately prior to the Third Amendment Closing Date. (c) Upon the occurrence of the Third Amendment Closing Date, the Revolving Credit Lenders under the Credit Amendment immediately prior to the effectiveness of the 2022-2 Incremental Revolving Commitments (each such Revolving Lender, an “Existing Revolving Lender”) that has Revolving Exposure with respect automatically and without further act are hereby deemed to Revolving Loans that are outstanding under its Existing Revolving Commitments as of immediately prior have assigned to the Eighth Amendment Effective Time (the “Existing Revolving Loans”), will, pursuant to Section 2.19(g), assign to each 2022 2022-2 Incremental Revolving LenderLenders, and each 2022 the 2022-2 Incremental Revolving Lender shall purchase from such Lenders automatically and without further act are hereby deemed to have assumed, a portion of each Existing Revolving Lender, at the principal amount thereof, ’s participations in outstanding Letters of Credit such interests in the Existing Revolving Loans outstanding as of immediately prior to the Eighth Amendment Effective Time as shall be necessary in order that, after giving effect to all each such assignments deemed assignment and purchases under this clause (x)assumption of participations, and taking into account all Credit Extensions of Revolving Loans made as the percentage of the Eighth Amendment Effective Time, such Existing Revolving Loans will be aggregate outstanding participations in Letters of Credit held by Existing each Revolving Lenders and 2022 Credit Lender (including the 2022-2 Incremental Revolving Lenders) equals the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders ratably in accordance with their (including the 2022-2 Incremental Revolving Commitments Lenders) represented by such Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment after giving effect to the Revolving Commitment Increase pursuant to the 2022 2022-2 Incremental Revolving Commitments and Commitments. (yd) Upon the LC Exposure occurrence of the Third Amendment Closing Date, (i) each 2022-2 Incremental Revolving Lender shall be based on such a “Lender”, an “Incremental Revolving Increase Lender,” and a “Revolving Credit Lender” for all purposes of the Amended Credit Agreement and the other Loan Documents, (ii) the 2022-2 Incremental Revolving Commitment shall constitute a “Revolving Credit Commitment” for all purposes of the Amended Credit Agreement and the other Loan Documents and (iii) the 2022-2 Incremental Revolving Loans shall constitute “Revolving Credit Loans” for all purposes of the Amended Credit Agreement and the other Loan Documents. (e) Each 2022-2 Incremental Revolving Lender’s Pro Rata Share : (for i) confirms that it received a copy of this Agreement, the avoidance Credit Agreement and such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to provide its 2022-2 Incremental Revolving Commitment hereunder and make the 2022-2 Incremental Revolving Loans with respect thereto on the basis of doubtwhich it has made such analysis and decision independently and without reliance on the Administrative Agent or any Lender; (ii) confirms that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and that it is experienced in making loans of such type; (iii) appoints, determined after giving effect authorizes and instructs the Administrative Agent to execute, enter into, and perform under this Agreement and to take such other action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) acknowledges and agrees that it shall be a “Secured Party”, “Revolving Commitment Increase pursuant Credit Lender” and “Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, shall be subject to and bound by the 2022 term thereof and shall perform all the obligations of and have all the rights of a Lender. (f) Each L/C Issuer and each Swingline Lender hereby approves of the 2022-2 Incremental Revolving Lenders providing Incremental Revolving Credit Commitments and the L/C Issuer consents to act as such in respect of the 2022-2 Incremental Revolving Commitments. (g) of the aggregate LC Exposure. The Administrative Agent and each Issuing Bank hereby consent to each 2022 Incremental Revolving Lender As used in any other Loan Document, all references to the extent required pursuant “Credit Agreement” or the “Amended Credit Agreement” in such Loan Document shall, unless the context otherwise requires, mean or refer to Section 2.19 and/or Section 10.04 under the Amended Credit Agreement.

Incremental Revolving Commitment. Concurrent (a) Subject to the satisfaction of each of the conditions set forth in Section 4 hereof, upon the occurrence of the First Amendment Effective Date, the Revolving Lenders party hereto providing the First Amendment Incremental Revolving Commitments (each, a “First Amendment Incremental Lender”, and, collectively the “First Amendment Incremental Lenders”) hereby establish in favor of the Borrower the First Amendment Incremental Revolving Facility on the terms of, and in accordance with, this Amendment, the Existing Loan Agreement and the other Loan Documents. (b) As of the First Amendment Effective Date, each First Amendment Incremental Lender hereby severally and not jointly agrees to commit to provide its respective First Incremental Amendment Revolving Commitment as set forth on Schedule I hereto. (c) The terms and provisions of the First Amendment Incremental Revolving Commitments and any Revolving Loans issued pursuant thereto shall be identical to the terms and provisions of the Revolving Commitments and any Revolving Loans issued pursuant thereto existing at any time under the Loan Agreement and any other related terms will have correlative meanings mutatis mutandis with the Eighth terms in the Loan Agreement. The First Amendment Incremental Revolving Commitments shall constitute a part of and be subject to all the same terms and conditions as the Revolving Loan Commitments in effect as of the First Amendment Effective TimeDate, after giving all Revolving Loans issued pursuant to the First Amendment Incremental Revolving Commitments shall be (and shall be deemed to be) the same Type as Revolving Loans issued pursuant the Revolving Loan Commitments in effect from time to time under the Loan Agreement and the First Amendment Incremental Revolving Commitments and all Revolving Loans issued pursuant thereto shall rank pari passu with the other Obligations. (d) Without limiting the generality of the foregoing, the First Amendment Incremental Revolving Commitments and the Revolving Loans issued pursuant thereto shall: (i) constitute Obligations and have all of the benefits thereof (including with respect to all guarantees and security), (ii) have terms, rights, remedies, privileges, premiums and protections identical to those applicable to the Revolving Commitment Increase Commitments and any Revolving Loans issued pursuant thereto under the Loan Agreement and each of the other Loan Documents, (iii) be structured as an increase to the 2022 Incremental existing Revolving Commitments, (xiv) in accordance with Section 2.19(g) be guaranteed by the Subsidiary Guaranty and each other Guaranty provided for all or any portion of the Credit Obligations and (v) be secured by the Liens granted to the Administrative Agent for the benefit of the Secured Parties under the Security Agreement, the Pledge Agreement and each other Security Document. (e) Each reference to a “Revolving Lender holding Revolving Commitments immediately prior to such Revolving Commitment Increase (each such Revolving Lender, an “Existing Revolving Lender”) that has Revolving Exposure with respect to Revolving Loans that are outstanding under its Existing Revolving Commitments as of immediately prior to the Eighth Amendment Effective Time (Commitment” or the “Existing Revolving LoansCommitments”), will, pursuant to Section 2.19(g), assign to each 2022 Incremental Revolving Lender, and each 2022 Incremental Revolving Lender shall purchase from such Existing Revolving Lender, at the principal amount thereof, such interests in the Existing Revolving Loans outstanding as of immediately prior to Loan Agreement shall include the Eighth First Amendment Effective Time as shall be necessary in order that, after giving effect to all such assignments and purchases under this clause (x), and taking into account all Credit Extensions of Revolving Loans made as of the Eighth Amendment Effective Time, such Existing Revolving Loans will be held by Existing Revolving Lenders and 2022 Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments and (y) references to “Revolving Lenders” and “Lenders” shall also include the LC Exposure of each Revolving Lender shall be based on such Revolving Lender’s Pro Rata Share (for the avoidance of doubt, determined after giving effect to the Revolving Commitment Increase pursuant to the 2022 First Amendment Incremental Revolving Commitments) of the aggregate LC Exposure. The Administrative Agent and each Issuing Bank hereby consent to each 2022 Incremental Revolving Lender to the extent required pursuant to Section 2.19 and/or Section 10.04 under the Credit AgreementLenders.

Incremental Revolving Commitment. Concurrent with (a) Subject to the Eighth terms and conditions set forth herein, on the Amendment Effective TimeDate (as defined below), after giving effect the Incremental Revolving Commitments of each Incremental Revolving Lender, which shall terminate on the Maturity Date applicable to the Commitments outstanding under the Credit Agreement immediately prior to the Amendment Effective Date (the “Existing Commitments”) and have terms identical to the terms of the Existing Commitments (including with respect to the Applicable Rate that will apply to ABR Loans, Eurocurrency Loans and facility fees relating to such Incremental Revolving Commitment Increase Commitments), shall become effective. (b) Subject to the terms and conditions set forth herein, pursuant to Section 2.21 of the Credit Agreement, effective as of the Amendment Effective Date, for all purposes of the Loan Documents, (i) the Incremental Revolving Commitments shall constitute “Commitments” and “Incremental Commitments” under the Credit Agreement and shall be deemed to constitute the same class of Commitments as the Existing Commitments, (ii) Loans made pursuant to the 2022 Incremental Revolving CommitmentsCommitments contemplated hereby shall constitute “Revolving Loans” and “Loans” under the Credit Agreement and shall be deemed to constitute the same class of Loans as any Loans made pursuant to the Existing Commitments and (iii) each Incremental Revolving Lender shall be (or in the case of any Incremental Revolving Lender with an Existing Commitment, continue to be) a “Revolving Lender” and a “Lender” under the Credit Agreement and shall have all the rights and obligations of a Lender holding a Commitment under the Credit Agreement. (xc) The provisions of Section 2.21(e) of the Credit Agreement will apply to the Incremental Commitments and to any ABR Revolving Loans and Eurocurrency Revolving Loans outstanding on the Amendment Effective Date. Accordingly, on the Amendment Effective Date, any outstanding ABR Revolving Loans will be prepaid by the Company or refinanced (subject to satisfaction of applicable borrowing conditions) with Revolving Loans made by all Revolving Lenders, including the Incremental Revolving Lenders, in accordance with their Applicable Percentages, pursuant to the procedures set forth in Section 2.19(g2.21(e) of the Credit Agreement. The Company will, each in connection with any such prepayment or refinancing, pay accrued and unpaid interest on the principal amount of any Revolving Lender holding Credit Loan that is prepaid. Any Eurocurrency Revolving Commitments immediately prior Loans outstanding on the Amendment Effective Date will be repaid or refinanced on the last day of their then-current Interest Periods (including on the Amendment Effective Date in the case of any such Interest Periods ending on such date) and will be subject to such Revolving Commitment Increase (each such Revolving Lender, an “Existing Revolving Lender”the provisions of Section 2.21(e) that has Revolving Exposure with respect to Revolving Loans that are outstanding under its Existing Revolving Commitments as earlier purchases of immediately prior to the Eighth Amendment Effective Time (the “Existing Revolving Loans”), will, pursuant to Section 2.19(g), assign to each 2022 participations by Incremental Revolving LenderLenders in the case of occurrence of any Event of Default. (d) JPMCB, in its capacities as Administrative Agent and Issuing Bank, hereby consents to this Amendment and confirms that each 2022 Incremental Revolving Lender shall purchase from such Existing Revolving Lender, at the principal amount thereof, such interests in the Existing Revolving Loans outstanding as of immediately prior to the Eighth Amendment Effective Time as shall be necessary in order that, after giving effect to all such assignments and purchases under this clause (x), and taking into account all Credit Extensions of Revolving Loans made as of the Eighth Amendment Effective Time, such Existing Revolving Loans will be held by Existing Revolving Lenders and 2022 Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments and (y) the LC Exposure of each Revolving not already a Lender shall be based on such Revolving Lender’s Pro Rata Share (for the avoidance of doubt, determined after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments) of the aggregate LC Exposure. The Administrative Agent and each Issuing Bank hereby consent to each 2022 Incremental Revolving Lender to the extent required pursuant to Section 2.19 and/or Section 10.04 under the Credit AgreementAgreement is satisfactory to it.

Incremental Revolving Commitment. Concurrent with (a) Subject to the Eighth Amendment terms and conditions set forth herein, on the Commitment Increase Effective TimeDate (as defined below), after giving effect the Incremental Revolving Commitments of each Incremental Revolving Lender shall become effective. The Incremental Revolving Commitments shall terminate on the Maturity Date applicable to the Revolving Commitments outstanding under the Credit Agreement immediately prior to the Commitment Increase Effective Date (the “Existing Commitments”) and have terms (including in respect of fees and interest rates) identical to the terms of the Existing Commitments. (b) From and after the Commitment Increase Effective Date, for all purposes of the Loan Documents, (i) the Incremental Revolving Commitments shall constitute “Commitments” and “Revolving Commitments” under the Credit Agreement and shall be deemed to constitute the same class of Commitments as the Existing Commitments, (ii) Loans made pursuant to the 2022 Incremental Revolving CommitmentsCommitments contemplated hereby shall constitute “Revolving Loans” and “Loans” under the Credit Agreement and shall be deemed to constitute the same class of Loans as any Loans made pursuant to the Existing Commitments and (iii) each Incremental Revolving Lender shall be (or in the case of any Incremental Revolving Lender with an Existing Commitment, (xcontinue to be) in accordance with Section 2.19(g) of a “Revolving Lender” and a “Lender” under the Credit Agreement, each Revolving and shall have all the rights and obligations of a Lender holding Revolving Commitments immediately prior to such Revolving a Commitment Increase (each such Revolving Lender, an “Existing Revolving Lender”) that has Revolving Exposure with respect to Revolving Loans that are outstanding under its Existing Revolving Commitments as of immediately prior to the Eighth Amendment Effective Time (the “Existing Revolving Loans”), will, pursuant to Section 2.19(g), assign to each 2022 Incremental Revolving Lender, and each 2022 Incremental Revolving Lender shall purchase from such Existing Revolving Lender, at the principal amount thereof, such interests in the Existing Revolving Loans outstanding as of immediately prior to the Eighth Amendment Effective Time as shall be necessary in order that, after giving effect to all such assignments and purchases under this clause (x), and taking into account all Credit Extensions of Revolving Loans made as of the Eighth Amendment Effective Time, such Existing Revolving Loans will be held by Existing Revolving Lenders and 2022 Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments and (y) the LC Exposure of each Revolving Lender shall be based on such Revolving Lender’s Pro Rata Share (for the avoidance of doubt, determined after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments) of the aggregate LC Exposure. The Administrative Agent and each Issuing Bank hereby consent to each 2022 Incremental Revolving Lender to the extent required pursuant to Section 2.19 and/or Section 10.04 under the Credit Agreement.

Incremental Revolving Commitment. Concurrent with the Eighth Amendment Effective Time, after giving effect (a) The New Lender hereby agrees to provide a Revolving Commitment to the Borrowers in an amount equal to its Revolving Commitment Increase pursuant set forth on Appendix A attached hereto. The New Lender’s Revolving Commitment Percentage of the Aggregate Revolving Commitments as of the date hereof shall be as set forth on Appendix A attached hereto. The existing Appendix A to the 2022 Incremental Credit Agreement shall be deemed to be amended to include the information set forth on Appendix A attached hereto. (b) The New Lender shall be deemed to have purchased, without recourse, a risk participation from the Issuing Bank in all Letters of Credit issued by it under the Credit Agreement and the obligations arising thereunder in an amount equal to its Revolving CommitmentsCommitment Percentage of the obligations under such Letters of Credit, (x) and shall absolutely, and unconditionally assume, and be obligated to pay to the Issuing Bank and discharge when due as provided in accordance with Section 2.19(g) of the Credit Agreement, each Revolving Lender holding Revolving Commitments immediately prior to such its Revolving Commitment Increase (each such Revolving Lender, an “Existing Revolving Lender”) that has Revolving Exposure with respect to Revolving Loans that are outstanding under its Existing Revolving Commitments as of immediately prior to the Eighth Amendment Effective Time (the “Existing Revolving Loans”), will, pursuant to Section 2.19(g), assign to each 2022 Incremental Revolving Lender, and each 2022 Incremental Revolving Lender shall purchase from such Existing Revolving Lender, at the principal amount thereof, such interests in the Existing Revolving Loans outstanding as of immediately prior to the Eighth Amendment Effective Time as shall be necessary in order that, after giving effect to all such assignments and purchases under this clause (x), and taking into account all Credit Extensions of Revolving Loans made as Percentage of the Eighth Amendment Effective Time, obligations arising under such Existing Revolving Loans will be held by Existing Revolving Lenders and 2022 Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments and Letters of Credit. (yc) the LC Exposure of each Revolving The New Lender shall be based on such Revolving Lender’s Pro Rata Share (for deemed to have purchased, without recourse, a risk participation from the avoidance of doubt, determined after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments) of the aggregate LC Exposure. The Administrative Agent and each Issuing Bank hereby consent to each 2022 Incremental Revolving Swingline Lender to the extent required pursuant to Section 2.19 and/or Section 10.04 in all Swingline Loans made by it under the Credit Agreement and the obligations arising thereunder in an amount equal to its Revolving Commitment Percentage of the obligations under such Swingline Loans, and shall absolutely and unconditionally assume, and be obligated to pay to the Swingline Lender and discharge when due as provided in the Credit Agreement, its Revolving Commitment Percentage of the obligations arising under such Swingline Loans.