Common use of New Revolving Commitment Clause in Contracts

New Revolving Commitment. 1. The provisions in this Section B shall take effect immediately upon the Effective Time occurring. 2. Each New Revolving Lender commits to provide, severally but not jointly, to the Borrower its proportion of the New Revolving Commitment on the Effective Date in a principal amount not to exceed the amount set forth under the heading “New Revolving Commitment” opposite such New Revolving Lender’s name on Schedule I hereto. 3. The New Revolving Commitment shall take effect as an Incremental Facility and as a separate revolving tranche under the Existing Credit Agreement pursuant to Section 2.25 thereof (it being understood and agreed that the Administrative Agent, Capital One and the Required Lenders party hereto hereby waive compliance by the Loan Parties of all the applicable requirements and conditions to the implementation and effectiveness of such Incremental Facility as set out in Section 2.25 of the Existing Credit Agreement). References to “Revolving Lenders”, “Revolving Loans” and “Revolving Commitment” in the Existing Credit Agreement shall be deemed, where appropriate, to include reference to the New Revolving Lenders, the New Revolving Loans and the New Revolving Commitment respectively; provided that Section 2.7 of the Existing Credit Agreement shall be deemed not to apply to the New Revolving Lenders, the New Revolving Loans and the New Revolving Commitment. 4. The New Revolving Lenders agree to make, on the Effective Date, the New Revolving Loans to the Borrower as requested by the Borrower pursuant to the Notice of Borrowing delivered to the Administrative Agent on or prior the date hereof. 5. The Administrative Agent, Capital One, the Required Lenders party hereto and the New Revolving Lenders hereby waive compliance by the Loan Parties with (a) the minimum notice period requirement set forth in Section 2.5 of the Existing Credit Agreement with respect to the Notice of Borrowing, and (b) the minimum notice period requirements set forth in Sections 2.7 and 2.8, as applicable, of the Existing Credit Agreement with respect to the prepayment and termination of the Loans and Commitments under the Existing Credit Agreement as contemplated in Section C.

New Revolving Commitment. 1(i) Notwithstanding the foregoing, at any time and from time to time, upon notice by the Borrower to the Administrative Agent, banks, financial institutions or other institutional lenders or investors (“New Revolving Commitment Lenders”), which may or may not be then-existing Revolving Lenders, may elect to provide a new Revolving Commitment (a “New Revolving Commitment”) hereunder; provided that, the Administrative Agent, Issuing Bank and Swingline Lender shall have consented (not to be unreasonably withheld) to such banks, financial institutions or other institutional lenders or investors providing such New Revolving Commitments if such consent would be required under Section 9.04(b) for an assignment of Revolving Commitments to such Person. The provisions Such New Revolving Commitment will be in this an amount (the “New Revolving Amount”) and have the terms specified in the notice to the Administrative Agent; provided that the terms of any New Revolving Commitment shall satisfy the requirements set forth in Section B shall take effect immediately upon the Effective Time occurring2.21(b) with respect to Extended Revolving Commitments, mutatis mutandis, as though such New Revolving Commitment were an Extended Revolving Commitment with respect to an Existing Revolver Tranche. 2. Each (ii) Upon receipt of a New Revolving Commitment, (A) the Borrower shall make a Revolver Extension Request to all existing Revolving Lenders of the applicable Class or Classes being extended to extend the maturity date of their Revolving Commitments on the same terms as the New Revolving Commitment (each Revolving Lender commits to providethat accepts such Revolver Extension Request, severally but an “Electing Lender”, and each existing Revolving Lender that is not jointlyan Electing Lender, a “Non-Electing Lender”). Following such election Electing Lenders will take on a pro rata portion of the New Revolving Commitments and (i) the Revolving Commitments of all applicable existing Revolving Lenders will be permanently reduced by an aggregate amount equal to the Borrower its proportion New Revolving Amount in the manner specified by Section 2.09(c) and (B) the New Revolving Commitments of the New Revolving Commitment on Lenders and the Effective Date Electing Lenders will become effective. For the avoidance of doubt, after giving effect to such New Revolving Commitments (“Post-Effectiveness”), (1) the aggregate amount of Revolving Commitments of all Classes derived from each Class in a principal effect prior to such New Revolving Commitments will be the same as the aggregate amount not of Revolving Commitments of each Class in effect prior to exceed giving effect to such New Revolving Commitments (“Pre- Effectiveness”), (2) the amount set forth under Revolving Lenders that are Non-Electing Lenders will have Revolving Commitments with the heading “same terms as the Revolving Commitment in effect Pre-Effectiveness and (3) the Revolving Lenders that are Electing Lenders will have Revolving Commitments with the same terms as the New Revolving Commitment” opposite such . Subject to the foregoing, the New Revolving Lender’s name on Schedule I hereto. 3. The Commitments of the New Revolving Commitment Lenders will otherwise be incorporated as Revolving Commitments hereunder in the same manner in which Extended Revolving Commitments are incorporated hereunder pursuant to this Section 2.21, and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans after the effectiveness of a New Revolving Commitment shall take effect as an Incremental Facility be made pro rata across all applicable Classes of Revolving Commitments including such New Revolving Commitment (based on the outstanding principal amounts of the respective Classes of Revolving Commitments) except for (I) payments of interest and as a separate revolving tranche under fees at different rates for each Class of Revolving Commitments (and related Outstanding Amounts), and (II) repayments required on the Existing Credit Agreement Maturity Date for any particular Class of Revolving Commitments. (iii) (A) Upon the effectiveness of each New Revolving Commitment pursuant to this Section 2.25 thereof (it being understood and agreed that the Administrative Agent2.21, Capital One and the Required Lenders party hereto hereby waive compliance by the Loan Parties each Revolving Lender of all applicable existing Classes of Revolving Commitments immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each New Revolving Commitment Lender, and each such New Revolving Commitment Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Lender of each applicable requirements Class of Revolving Commitments (including each such New Revolving Commitment Lender) will equal the percentage of the aggregate Revolving Commitments of all applicable Classes of Revolving Lenders represented by such Revolving Lender’s Revolving Commitment, and conditions (B) if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the implementation and effectiveness of such Incremental Facility as set out in Section 2.25 of the Existing Credit Agreement). References to “Revolving Lenders”, “Revolving Loans” and “Revolving Commitment” in the Existing Credit Agreement shall be deemed, where appropriate, to include reference to the New Revolving Lenders, the New Revolving Loans and the New Revolving Commitment respectively; provided be prepaid. The Administrative Agent and the Lenders hereby agree that Section 2.7 of the Existing Credit minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall be deemed not to apply to the New Revolving Lenders, the New Revolving Loans and the New Revolving Commitment. 4. The New Revolving Lenders agree to make, on the Effective Date, the New Revolving Loans to the Borrower as requested by the Borrower transactions effected pursuant to the Notice of Borrowing delivered to the Administrative Agent on or prior the date hereofimmediately preceding sentence. 5. The Administrative Agent, Capital One, the Required Lenders party hereto and the New Revolving Lenders hereby waive compliance by the Loan Parties with (a) the minimum notice period requirement set forth in Section 2.5 of the Existing Credit Agreement with respect to the Notice of Borrowing, and (b) the minimum notice period requirements set forth in Sections 2.7 and 2.8, as applicable, of the Existing Credit Agreement with respect to the prepayment and termination of the Loans and Commitments under the Existing Credit Agreement as contemplated in Section C.