Common use of Incremental Revolving Commitments Clause in Contracts

Incremental Revolving Commitments. (a) Subject to the terms and conditions set forth herein, each Incremental Lender severally agrees to provide Incremental Revolving Commitments to the Borrower on the Amendment Effective Date in an aggregate commitment amount equal to its Incremental Revolving Commitment set forth opposite such Incremental Lender’s name on Schedule 1 hereto. (b) The Incremental Revolving Commitments shall take the form of an increase to the existing Aggregate Commitments, and the Incremental Revolving Commitments and the Incremental Revolving Loans shall have identical terms to the existing Commitments and the existing Revolving Loans, respectively, under the Credit Agreement. (c) The Incremental Revolving Commitments and the Incremental Revolving Loans shall be subject to the provisions of the Credit Agreement as amended hereby and the other Loan Documents. On the Amendment Effective Date, subject to the terms and conditions set forth herein, for all purposes of the Loan Documents, (i) each Incremental Revolving Commitment shall constitute a “Commitment”, (ii) each Incremental Revolving Loan shall constitute a “Revolving Loan” and (iii) each Incremental Lender shall be a “Lender” and shall have all of the rights and shall perform all of the obligations of a Lender holding a Commitment or a Revolving Loan, in each case, under the Credit Agreement (as amended by this Amendment). (d) On the Amendment Effective Date, subject to the satisfaction (or waiver) of the conditions in Section 4 hereof, (i) each then-existing Lender immediately prior to the Amendment Effective

Incremental Revolving Commitments. (a) Subject to Each of the terms and conditions set forth herein, each Incremental Lender severally agrees to provide Incremental Revolving Commitments to the Borrower on the Amendment Effective Date Commitment Lenders that executes this Agreement hereby confirms, by its execution of this Agreement, its Incremental Revolving Commitment in an aggregate commitment amount equal to its such Lender’s Incremental Revolving Commitment set forth opposite on Annex A attached hereto, and its obligation under the Credit Agreement, during the period from the Third Incremental Commitment Effective Date to the Revolving Commitment Termination Date, to make Revolving Loans pursuant to Section 2.1 of the Credit Agreement, to purchase participations in Letters of Credit pursuant to Section 2.3 of the Credit Agreement and to purchase participations in Swingline Loans pursuant to Section 2.2 of the Credit Agreement, in each case in accordance with and subject to the limitations set forth in the Credit Agreement. If the undersigned Incremental Revolving Commitment Lender is already a Lender under the Credit Agreement, such Lender acknowledges and agrees that such Incremental Lender’s name on Schedule 1 hereto. (b) The Incremental Revolving Commitments shall take the form of an increase Commitment is in addition to the existing Aggregate Commitments, and the Incremental Revolving Commitments and the Incremental Revolving Loans shall have identical terms to the existing Commitments and the any existing Revolving Loans, respectively, Commitment and/or Term Commitment of such Lender under the Credit Agreement. If the undersigned Lender is not already a Lender under the Credit Agreement, such Lender hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Lender will, as of the Third Incremental Commitment Effective Date (c) The Incremental Revolving Commitments as defined in Section 4 below), be a party to the Credit Agreement and the Incremental Revolving Loans shall be subject to bound by the provisions of the Credit Agreement as amended hereby and the other Loan Documents. On the Amendment Effective Dateand, subject to the terms and conditions set forth hereinextent of its new Revolving Commitment, for all purposes of the Loan Documents, (i) each Incremental Revolving Commitment shall constitute a “Commitment”, (ii) each Incremental Revolving Loan shall constitute a “Revolving Loan” and (iii) each Incremental Lender shall be a “Lender” and shall have all of the rights and shall perform all of the obligations of a Lender holding a thereunder. Each such Incremental Revolving Commitment or a Lender further acknowledges and agrees that after giving effect to all such additional Revolving LoanCommitments on the Third Incremental Commitment Effective Date, in each case, under the aggregate Revolving Commitment of such Lender shall be as set forth on Appendix A of the Credit Agreement (Agreement, as amended by this Amendment). (d) On the Amendment Effective Date, subject to the satisfaction (or waiver) of the conditions in Section 4 hereof, (i) each then-existing Lender immediately prior to the Amendment EffectiveAgreement.

Incremental Revolving Commitments. (a1) Subject The Borrower may, by written notice to the terms Administrative Agent from time to time, request Incremental Term Loan Commitments and/or increases in the Revolving Commitments of any Class (a “Revolving Commitment Increase”) or the establishment of a new Class of Revolving Commitments or Extended Revolving Commitments (such new Class of Commitments, an “Additional Revolving Commitment” and, together with any Revolving Commitment Increases, the “Incremental Revolving Commitments”), as applicable, in an aggregate amount for any such incurrence (excluding Refinancing Term Loans and conditions set forth hereinany Additional Revolving Commitments that are established concurrently with the reduction in any then existing Class of Revolving Commitments) not to exceed the sum of (i) the then remaining Incremental Amount and (ii) an unlimited amount, so long as, to the extent (A) such Commitments are secured, the pro forma Consolidated Secured Net Leverage Ratio does not exceed 3.50 to 1.00 or (B) such Commitments are unsecured, the pro forma Consolidated Net Leverage Ratio does not exceed 4.50 to 1.00Borrower shall be in compliance on a Pro Forma Basis with Section 8.11 immediately after giving effect to such incurrence (in each case, excluding cash proceeds of such Incremental Lender severally agrees to provide Commitments from cash and cash equivalents and treating any Incremental Revolving Commitments to the Borrower on the Amendment Effective Date in an aggregate commitment amount equal to its Incremental Revolving Commitment set forth opposite such Incremental Lender’s name on Schedule 1 hereto. as fully drawn), from one or more Eligible Assignees (b) The Incremental Revolving Commitments shall take the form of an increase to the existing Aggregate Commitments, and the Incremental Revolving Commitments and the Incremental Revolving Loans shall have identical terms to the existing Commitments and the existing Revolving Loans, respectively, under the Credit Agreement. (c) The Incremental Revolving Commitments and the Incremental Revolving Loans shall be subject to the provisions of the Credit Agreement as amended hereby and the other Loan Documents. On the Amendment Effective Date, subject to the terms and conditions set forth herein, for all purposes of the Loan Documents, (i) each Incremental Revolving Commitment shall constitute a “Commitment”, (ii) each Incremental Revolving Loan shall constitute a “Revolving Loan” and (iii) each Incremental Lender shall be a “Lender” and shall have all of the rights and shall perform all of the obligations of a Lender holding a Commitment or a Revolving Loanwhich, in each case, under the Credit Agreement may include any existing Lender (as amended by this Amendment). (dbut no such Lender shall be required to participate in any such Incremental Term Loan or additional Revolving Commitment without its consent) On the Amendment Effective Date, and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan or Revolving Commitment, as applicable, to such Person) willing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, as the satisfaction (or waiver) of the conditions case may be, in Section 4 hereof, their sole discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be in a minimum amount of $25,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each then-case, such lesser amount approved by the Administrative Agent), (ii) (x) in the case of Incremental Term Loan Commitments, whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Lender immediately prior Class of Term Loans or a new Class of Term Loans and (y) in the case of any Incremental Revolving Commitments, whether such Revolving Commitments are to be an increase in any existing Class of Revolving Commitments or a new Class of Revolving Commitments and (iii) the Amendment Effectivedate on which such Incremental Term Loan Commitments and/or Incremental Revolving Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered).

Incremental Revolving Commitments. (a) Subject The Company may at any time after the Effective Date, by notice to the terms and conditions set forth herein, the Joint Collateral Agents (whereupon the Joint Collateral Agents shall promptly deliver a copy to each Incremental Lender severally agrees to provide of the Lenders) request commitments for an additional tranche of revolving loans (the “Incremental Revolving Commitments to Facility”; the Borrower on loans thereunder, the Amendment Effective Date in an aggregate commitment amount equal to its “Incremental Revolving Commitment set forth opposite Loans”), provided that both at the time of any such request and upon the effectiveness of any Incremental Lender’s name on Schedule 1 heretoAmendment referred to below, no Default or Event of Default shall exist. (b) The Incremental Revolving Commitments shall take Facility will be subject to a separate borrowing base consisting of Accounts that constitute Collateral and that are excluded from the form definition of an increase Eligible Accounts solely pursuant to clause (n) thereof (and any proceeds thereof) (the “Incremental Facility Collateral”). As a condition to the existing Aggregate Commitmentsimplementation of any such Incremental Revolving Facility, the Company shall have established procedures satisfactory to the Joint Collateral Agents for the segregation of proceeds of any such Incremental Facility Collateral and all such Incremental Facility Collateral shall be subject to invoices containing payment instructions satisfactory to the Joint Collateral Agents. The aggregate amount of the commitments under the Incremental Revolving Commitments and the Facility shall not exceed $25,000,000. The Incremental Revolving Loans shall have identical terms (a) rank (i) first in right of payment and of collateral security with respect to the existing Commitments Incremental Facility Collateral and (ii) last in right of payment and of collateral security with regards to all other Collateral, (b) not mature earlier than the existing Revolving Loans, respectively, under date that is third anniversary of the Credit Agreement. Effective Date and (c) The Incremental Revolving Commitments except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Loans (except the Incremental Revolving Loans shall be subject last in right of payment with respect to any mandatory or voluntary prepayments other than mandatory or voluntary prepayments with the proceeds of the Incremental Facility Collateral or mandatory prepayments of the Incremental Revolving Loans due to insufficient availability related to the provisions Incremental Facility Collateral, with respect to which the Incremental Revolving Loans shall rank first in right of payment), provided that (i) the terms and conditions applicable to the Incremental Revolving Loans may be materially different than those of the Credit Loans to the extent such differences are reasonably acceptable to the Joint Collateral Agents and (ii) the interest rates applicable to the Incremental Revolving Loans shall be determined by the Company and lenders thereof. Any notice from the Company pursuant to this Section 2.22 shall set forth the requested amount and proposed terms of the Incremental Revolving Loans. The commitments under the Incremental Revolving Facility may be provided by any existing Lender or Affiliate thereof or by any other bank or other financial institution (each being called an “Additional Lender”), provided that the Joint Collateral Agents and the Company shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such commitments if such consent would be required under Section 9.04(b) for an assignment of obligations to such Lender or Additional Lender. Commitments in respect of Incremental Revolving Loans shall become Commitments under this Agreement pursuant to an amendment (the “Incremental Amendment”) to this Agreement and, as amended hereby appropriate, the other Loan Documents, executed by the Company, the other Loan Parties party hereto, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Joint Collateral Agents. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents. On Documents as may be necessary or appropriate, in the Amendment Effective Date, subject to the terms and conditions set forth herein, for all purposes reasonable opinion of the Loan DocumentsJoint Collateral Agents, (i) each to effect the provisions of this Section 2.22. The effectiveness of the Incremental Revolving Commitment shall constitute a “Commitment”, (ii) each Incremental Revolving Loan shall constitute a “Revolving Loan” and (iii) each Incremental Lender Amendment shall be a “Lender” and shall have all of the rights and shall perform all of the obligations of a Lender holding a Commitment or a Revolving Loan, in each case, under the Credit Agreement (as amended by this Amendment). (d) On the Amendment Effective Date, subject to the satisfaction on the date thereof (or waiverthe “Incremental Closing Date”) of each of the conditions set forth in Section 4 hereof, 4.02 (i) each then-existing Lender immediately prior it being understood that all references to the Amendment Effectivedate of a credit extension in such Section 4.02 shall be deemed to refer to the effective date of the Incremental Amendment) and such other conditions as the parties thereto shall agree (including delivery of legal opinions and customary closing documents, amendments to Collateral Documents and other conditions reasonably requested by the Joint Collateral Agents, in each case on terms no more onerous than those set forth in Section 4.01 or Section 5.14, as applicable). The Company will use the proceeds of the Incremental Revolving Loans for working capital and general corporate purposes of the Company and its Subsidiaries. No Lender shall be obligated to provide any commitments under the Incremental Revolving Facility unless it so agrees. The Joint Collateral Agents and the Lenders hereby agree that the minimum borrowing and pro rata borrowing requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this Section. This Section 2.22 shall supersede any provisions of Section 2.18(e) or 9.02 to the contrary.

Incremental Revolving Commitments. Upon the effectiveness of any new Incremental Revolving Commitments, (ai) Subject to the terms each Lender holding Revolving Commitments and conditions set forth herein, each Incremental Lender severally agrees to provide existing Incremental Revolving Commitments immediately prior to the Borrower on the Amendment Effective Date in an aggregate commitment amount equal effectiveness of such new Commitments will automatically and without further act be deemed to its Incremental Revolving Commitment set forth opposite have assigned to each Lender providing a portion of such Incremental Lender’s name on Schedule 1 hereto. (b) The new Incremental Revolving Commitments shall take (each, a “New Incremental Revolving Lender”) and each such New Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the form percentage of an increase to the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each existing Incremental Revolving Lender and Revolving Lender and each New Incremental Revolving Lender) will equal the percentage of the Aggregate Revolving Commitments (including the existing Aggregate Commitments, Revolving Commitments and the Incremental Revolving Commitments and the New Incremental Revolving Commitments) of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (ii) if, on the date of the effectiveness of such Incremental Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall have identical terms on or prior to the existing effectiveness of such Incremental Revolving Commitments and be prepaid from the proceeds of additional Revolving Loans made hereunder (including under the existing Revolving LoansCommitments and Incremental Revolving Commitments and such new Incremental Revolving Commitments), respectivelywhich prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, under pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Credit Agreementtransactions effected pursuant to the immediately preceding sentence. (c) The Following the effectiveness of any Incremental Revolving Commitments and the transactions described in the two immediately preceding sentences, all Revolving Loans and Letters of Credit shall utilize, and all voluntary prepayments of Revolving Loans and terminations all Revolving Commitments and Incremental Revolving Loans Commitments shall be subject to the provisions of the Credit Agreement as amended hereby applied to, all outstanding Revolving Commitments and the other Loan Documents. On the Amendment Effective Date, subject to the terms and conditions set forth herein, for all purposes of the Loan Documents, (i) each Incremental Revolving Commitment shall constitute Commitments on a “Commitment”, (ii) each Incremental Revolving Loan shall constitute a “Revolving Loan” and (iii) each Incremental Lender shall be a “Lender” and shall have all of the rights and shall perform all of the obligations of a Lender holding a Commitment or a Revolving Loan, in each case, under the Credit Agreement (as amended by this Amendment). (d) On the Amendment Effective Date, subject to the satisfaction (or waiver) of the conditions in Section 4 hereof, (i) each then-existing Lender immediately prior to the Amendment Effectivepro rata basis.

Incremental Revolving Commitments. On the Amendment No. 2 Effective Date, each institution that has executed and delivered a counterpart to this Amendment as an “Incremental Revolving Lender” (aeach, an “Incremental Revolving Lender”) Subject shall become (x) the holder of an Incremental Revolving Commitment, subject to all of the rights, obligations, terms and conditions set forth herein, each Incremental Lender severally agrees to provide Incremental Revolving Commitments to the Borrower on the Amendment Effective Date in an aggregate commitment amount equal to its Incremental Revolving Commitment set forth opposite such Incremental Lender’s name on Schedule 1 hereto. (b) The Incremental Revolving Commitments shall take the form of an increase to the existing Aggregate Commitments, and the Incremental Revolving Commitments and the Incremental Revolving Loans shall have identical terms to the existing Commitments and the existing Revolving Loans, respectively, thereto under the Credit Agreement. , in an aggregate principal amount at any one time outstanding not to exceed the amount set forth on such institution’s signature page to this Amendment, as such amount may be adjusted from time to time in accordance with the Amended Credit Agreement and (cy) The Incremental a Lender and a Revolving Commitments and the Incremental Revolving Loans shall be subject to the provisions Lender for all purposes of the Credit Agreement as amended hereby and the other Loan Documents. On Such Incremental Revolving Commitments shall form a single Class with the Initial Revolving Facility Commitments (as amended hereby). The parties hereto hereby acknowledge that this Amendment Effective Date, subject constitutes both a notice to the terms and conditions set forth herein, for all purposes Administrative Agent as required by Section 2.21(a) of the Loan Documents, (i) each Credit Agreement and an Incremental Revolving Commitment shall constitute a “Commitment”, (ii) each Incremental Revolving Loan shall constitute a “Revolving Loan” and (iii) each Incremental Lender shall be a “Lender” and shall have all of the rights and shall perform all of the obligations of a Lender holding a Commitment or a Revolving LoanAssumption Agreement, in each case, under with respect to the Credit Agreement (as amended Incremental Revolving Commitments established hereby. Each Lender, by execution of this Amendment), agrees that, upon effectiveness of this Amendment, its Revolving Commitment is as set forth on the Amended Commitment Schedule. (d) On Each Incremental Revolving Lender agrees that it shall be deemed to have acquired, on the Amendment No. 2 Effective Date, subject to participations in the satisfaction (or waiver) of the conditions aggregate Revolving L/C Exposure so that such Lender’s participations therein are in Section 4 hereof, (i) each then-existing Lender immediately prior to the Amendment Effectiveaccordance with its Revolving Facility Percentage.

Incremental Revolving Commitments. (a) Subject The Borrowers shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.23, but without requiring the consent of the Administrative Agent (except as otherwise provided in this Section 2.23) or the Lenders, to request at any time and from time to time after the Effective Date and prior to the terms Maturity Date that one or more Lenders (and/or one or more other Persons which are Eligible Assignees and conditions set forth herein, each Incremental Lender severally agrees to which will become Lenders) provide Incremental Revolving Commitments and, subject to the Borrower on applicable terms and conditions contained in this Agreement and the Amendment Effective Date relevant Incremental Revolving Commitment Agreement, make Revolving Loans and participate in Letters of Credit and Swingline Loans pursuant thereto; provided that (i) no Lender shall be obligated to provide an aggregate commitment amount equal Incremental Revolving Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Revolving Commitment and executed and delivered to the Administrative Agent and the Borrowers an Incremental Revolving Commitment Agreement as provided in clause (b) of this Section 2.23, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Commitment (if any) or participate in any Letters of Credit or Swingline Loans in excess of its Revolving Commitment Percentage, in each case, as in effect prior to giving effect to such Incremental Revolving Commitment provided pursuant to this Section 2.23, (ii) any Lender (including any Person which is an Eligible Assignee who will become a Lender) may so provide an Incremental Revolving Commitment without the consent of the Administrative Agent or any other Lender; provided that any Person that is not a Lender prior to the effectiveness of its Incremental Revolving Commitment set forth opposite such shall require the consent of the Administrative Agent, each Issuing Lender and the Swingline Lender (which consents shall not be unreasonably withheld) to provide an Incremental Lender’s name on Schedule 1 hereto. Revolving Commitment pursuant to this Section 2.23, (biii) The the aggregate amount of each request (and provision therefor) for Incremental Revolving Commitments shall take the form be in a minimum aggregate amount for all Lenders which provide an Incremental Revolving Commitment pursuant to a given Incremental Revolving Commitment Agreement pursuant to this Section 2.23 (including Persons who are Eligible Assignees and will become Lenders) of an increase at least $10,000,000 (or such lesser amount that is acceptable to the existing Aggregate CommitmentsAdministrative Agent), and (iv) the aggregate amount of all Incremental Revolving Commitments and permitted to be provided pursuant to this Section 2.23 shall not exceed in the Incremental Revolving Loans shall have identical terms aggregate $55,000,000, (v) the Applicable Percentages with respect to the existing Commitments and the existing Revolving Loans, respectively, under the Commitment Fees and Letter of Credit Agreement. (c) The Incremental Revolving Commitments and the Incremental Revolving Loans shall be subject to the provisions of the Credit Agreement as amended hereby and the other Loan Documents. On the Amendment Effective Date, subject to the terms and conditions set forth herein, for all purposes of the Loan Documents, (i) each Fees in connection with a Incremental Revolving Commitment shall constitute a “be the same as those applicable to any other Loans, Commitment Fees and Letter of Credit Fees, as the case may be, hereunder immediately prior to the Incremental Revolving Commitment Date with respect to such Incremental Revolving Commitment”, (iivi) each Incremental Revolving Loan shall constitute a “Revolving Loan” and (iii) the up-front fees payable to each Incremental Lender shall be a “separately agreed to by the Borrowers, the Administrative Agent and such Incremental Lender” , (vii) all Revolving Loans incurred pursuant to an Incremental Revolving Commitment (and all interest, fees and other amounts payable thereon) shall be Credit Party Obligations under this Agreement and the other Credit Documents and shall have all of be secured by the rights Security Documents, and shall perform all of the obligations of a Lender holding a Commitment or a Revolving Loan, in each case, guaranteed under the Credit Guaranties, on a pari passu basis will all other Loans secured by each Security Document and guaranteed under the Guaranties, and (viii) each Lender (including any Person which is an Eligible Assignee who will become a Lender) agreeing to provide an Incremental Revolving Commitment pursuant to an Incremental Revolving Commitment Agreement (as amended by this Amendment). (d) On the Amendment Effective Dateshall, subject to the satisfaction (or waiver) of the relevant conditions set forth in this Agreement, participate in Swingline Loans and Letters of Credit pursuant to Sections 2.2(b)(ii) and 2.3(c), respectively, and make Revolving Loans as provided in Section 4 hereof, (i2.1(a) each then-existing Lender immediately prior to and such Revolving Loans shall constitute Revolving Loans for all purposes of this Agreement and the Amendment Effectiveother applicable Credit Documents.

Incremental Revolving Commitments. (a) Subject to a. Each of the terms and conditions set forth herein, each Incremental Lender severally agrees to provide Incremental Revolving Commitments to the Borrower on the Amendment Effective Date Commitment Lenders that executes this Agreement hereby confirms, by its execution of this Agreement, its Incremental Revolving Commitment in an aggregate commitment amount equal to its such Lender’s Incremental Revolving Commitment set forth opposite on Annex A attached hereto, and its obligation under the Credit Agreement, during the period from the Second Incremental Commitment Effective Date to the Revolving Commitment Termination Date, to make Revolving Loans pursuant to Section 2.1 of the Credit Agreement, to purchase participations in Letters of Credit pursuant to Section 2.3 of the Credit Agreement and to purchase participations in Swingline Loans pursuant to Section 2.2 of the Credit Agreement, in each case in accordance with and subject to the limitations set forth in the Credit Agreement. If the undersigned Incremental Revolving Commitment Lender is already a Lender under the Credit Agreement, such Lender acknowledges and agrees that such Incremental Lender’s name on Schedule 1 hereto. (b) The Incremental Revolving Commitments shall take the form of an increase Commitment is in addition to the existing Aggregate Commitments, and the Incremental Revolving Commitments and the Incremental Revolving Loans shall have identical terms to the existing Commitments and the any existing Revolving Loans, respectively, Commitment and/or Term Commitment of such Lender under the Credit Agreement. If the undersigned Lender is not already a Lender under the Credit Agreement, such Lender hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Lender will, as of the Second Incremental Commitment Effective Date (c) The Incremental Revolving Commitments as defined in Section 4 below), be a party to the Credit Agreement and the Incremental Revolving Loans shall be subject to bound by the provisions of the Credit Agreement as amended hereby and the other Loan Documents. On the Amendment Effective Dateand, subject to the terms and conditions set forth hereinextent of its new Revolving Commitment, for all purposes of the Loan Documents, (i) each Incremental Revolving Commitment shall constitute a “Commitment”, (ii) each Incremental Revolving Loan shall constitute a “Revolving Loan” and (iii) each Incremental Lender shall be a “Lender” and shall have all of the rights and shall perform all of the obligations of a Lender holding a thereunder. Each such Incremental Revolving Commitment or a Lender further acknowledges and agrees that after giving effect to all such additional Revolving LoanCommitments on the Second Incremental Commitment Effective Date, in each case, under the aggregate Revolving Commitment of such Lender shall be as set forth on Appendix A of the Credit Agreement (Agreement, as amended by this Amendment). (d) On the Amendment Effective Date, subject to the satisfaction (or waiver) of the conditions in Section 4 hereof, (i) each then-existing Lender immediately prior to the Amendment EffectiveAgreement.

Incremental Revolving Commitments. (a) Subject On the Incremental Facility Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) of the Credit Agreement, the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant to the terms and conditions Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein, each Incremental Lender severally agrees to provide Incremental Revolving Commitments to the Borrower on the Amendment Effective Date in an aggregate commitment amount equal to its Incremental Revolving Commitment set forth opposite such Incremental Lender’s name on Schedule 1 hereto. (b) The Incremental Revolving Commitments shall take have the form same terms and conditions as those of an increase the Revolving Commitments existing prior to the existing Aggregate Commitments, and the Incremental Revolving Commitments and the Incremental Revolving Loans shall have identical terms to the existing Commitments and the existing Revolving Loans, respectively, Facility Amendment Effective Date under the Credit Agreement. (c) The From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments and of the Lenders after giving effect to the Incremental Revolving Loans shall be subject to the provisions of the Credit Agreement as amended hereby and the other Loan DocumentsCommitments. On the Business Day following the Incremental Facility Amendment Effective Date, subject all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the terms Advances then outstanding and conditions set forth hereinamounts of principal, for all purposes interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Loan DocumentsAdministrative Agent, (i) each Incremental Revolving Commitment shall constitute a “Commitment”, (ii) each Incremental Revolving Loan shall constitute a “Revolving Loan” and (iii) each Incremental Lender shall be a “Lender” and shall have all of the rights and shall perform all of the obligations of a Lender holding a Commitment or a Revolving Loan, in each case, under the Credit Agreement (as amended by this Amendment). (d) On the Amendment Effective Date, subject to the satisfaction (or waiver) of the conditions in Section 4 hereof, (i) each then-existing Lender immediately prior to the Amendment Effectivein