Common use of Incremental Revolving Commitments Clause in Contracts

Incremental Revolving Commitments. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall be not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (A) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)).

Incremental Revolving Commitments. (a) The Borrower may on one or more occasions, by written notice Subject to the Administrative Agentterms and conditions set forth herein, request during 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 Period the establishment of 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, provided that the aggregate amount of all and the Incremental Revolving Commitments to be established hereunder on any date shall not exceed and the Incremental Amount 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 such date. Each such notice shall specify the Loan Documents, (i) the date on which the Borrower proposes that the each Incremental Revolving Commitments Commitment shall be effective, which shall be constitute a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent“Commitment”, (ii) the amount of the each Incremental Revolving Commitments being requested (which Loan shall be not less than $5,000,000) constitute a “Revolving Loan” and (iii) each Incremental Lender shall be a “Lender” and shall have all of the identity rights and shall perform all of each Person proposed to become an Incremental the obligations of a Lender holding a Commitment or a Revolving Lender in connection therewith (it being agreed that (A) any Lender approached to provide any Incremental Revolving Commitment may elect or declineLoan, in its sole discretioneach case, under the Credit Agreement (as amended by this Amendment). (d) On the Amendment Effective Date, subject to provide such Incremental Revolving Commitment and the satisfaction (Bor waiver) any Person that of the Borrower proposes conditions in Section 4 hereof, (i) each then-existing Lender immediately prior to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)).Amendment Effective

Incremental Revolving Commitments. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall be not less than $5,000,000) and (iii) the identity Commitment Lenders that executes this Agreement hereby confirms, by its execution of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (A) any Lender approached to provide any this Agreement, its Incremental Revolving Commitment may elect or declinein an amount equal to such Lender’s Incremental Revolving Commitment set forth 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 its sole discretioneach 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, to provide such Lender acknowledges and agrees that such Incremental Revolving Commitment is in addition to any existing Revolving 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 (B) any Person that as defined in Section 4 below), be a party to the Borrower proposes Credit Agreement and be bound by the provisions of the Credit Agreement and, to become an the extent of its new Revolving Commitment, have the rights and obligations of a Lender thereunder. Each such Incremental Revolving LenderCommitment Lender further acknowledges and agrees that after giving effect to all such additional Revolving Commitments on the Third Incremental Commitment Effective Date, if the aggregate Revolving Commitment of such Person is not then a LenderLender shall be as set forth on Appendix A of the Credit Agreement, must be an Eligible Assignee and must be approved as amended by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed))this Agreement.

Incremental Revolving Commitments. (a) The Borrower may on one or more occasions, by written notice to Upon the Administrative Agent, request during the Revolving Commitment Period the establishment effectiveness of any new Incremental Revolving Commitments, provided that the aggregate amount of all the (i) each Lender holding Revolving Commitments and existing Incremental Revolving Commitments immediately prior to the effectiveness of such new Commitments will automatically and without further act be established deemed to have assigned to each Lender providing a portion of such new Incremental Revolving Commitments (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 percentage of 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 Revolving Commitments and 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 date Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (including under the existing Revolving Commitments and Incremental Revolving Commitments and such new Incremental Revolving Commitments), which 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, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not exceed apply to the transactions effected pursuant to the immediately preceding sentence. Following the effectiveness of any Incremental Amount as Revolving Commitments and the transactions described in the two immediately preceding sentences, all Revolving Loans and Letters of such date. Each such notice Credit shall specify (i) the date on which the Borrower proposes that the utilize, and all voluntary prepayments of Revolving Loans and terminations all Revolving Commitments and Incremental Revolving Commitments shall be effectiveapplied to, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the all outstanding Revolving Commitments and Incremental Revolving Commitments being requested (which shall be not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (A) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then on a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed))pro rata basis.

Incremental Revolving Commitments. (a) The Borrower may on 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 Maturity Date that one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Lenders (and/or one or more other Persons which are Eligible Assignees and which will become Lenders) provide Incremental Revolving Commitments and, subject to be established hereunder on any date shall not exceed the applicable terms and conditions contained in this Agreement and the relevant Incremental Amount as Revolving Commitment Agreement, make Revolving Loans and participate in Letters of such date. Each such notice shall specify Credit and Swingline Loans pursuant thereto; provided that (i) the date on which the Borrower proposes that the no Lender shall be obligated to provide an Incremental Revolving Commitments shall be effectiveCommitment, which shall be a date not less than 10 Business Days (or and until such shorter period time, if any, as may be such Lender has agreed in its sole discretion to by the Administrative Agent) after the date on which such notice is provide an Incremental Revolving Commitment and executed and delivered to the Administrative AgentAgent 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) the amount of the Incremental Revolving Commitments being requested any Lender (including any Person which shall be not less than $5,000,000is an Eligible Assignee who will become a Lender) and (iii) the identity of each Person proposed to become 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 in connection therewith (it being agreed that (A) any Lender approached prior to provide any the effectiveness of its Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) any Person that shall require the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by consent of the Administrative Agent, each Issuing Bank Lender and the Swing Line Swingline Lender (which consents shall not be unreasonably withheld) to provide an Incremental Revolving Commitment pursuant to this Section 2.23, (iii) the aggregate amount of each request (and provision therefor) for Incremental Revolving Commitments shall 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 at least $10,000,000 (or such approval not lesser amount that is acceptable to the Administrative Agent), (iv) the aggregate amount of all Incremental Revolving Commitments permitted to be unreasonably withheld or delayedprovided pursuant to this Section 2.23 shall not exceed in the aggregate $55,000,000, (v) the Applicable Percentages with respect to Loans, Commitment Fees and Letter of Credit Fees in connection with a Incremental Revolving Commitment shall 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, (vi) the up-front fees payable to each Incremental Lender shall be 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 be secured by the Security Documents, and guaranteed under the 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 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 2.2(b)(ii) and 2.3(c)), respectively, and make Revolving Loans as provided in Section 2.1(a) and such Revolving Loans shall constitute Revolving Loans for all purposes of this Agreement and the other applicable Credit Documents.

Incremental Revolving Commitments. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. a. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall be not less than $5,000,000) and (iii) the identity Commitment Lenders that executes this Agreement hereby confirms, by its execution of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (A) any Lender approached to provide any this Agreement, its Incremental Revolving Commitment may elect or declinein an amount equal to such Lender’s Incremental Revolving Commitment set forth 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 its sole discretioneach 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, to provide such Lender acknowledges and agrees that such Incremental Revolving Commitment is in addition to any existing Revolving 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 (B) any Person that as defined in Section 4 below), be a party to the Borrower proposes Credit Agreement and be bound by the provisions of the Credit Agreement and, to become an the extent of its new Revolving Commitment, have the rights and obligations of a Lender thereunder. Each such Incremental Revolving LenderCommitment Lender further acknowledges and agrees that after giving effect to all such additional Revolving Commitments on the Second Incremental Commitment Effective Date, if the aggregate Revolving Commitment of such Person is not then a LenderLender shall be as set forth on Appendix A of the Credit Agreement, must be an Eligible Assignee and must be approved as amended by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed))this Agreement.

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”) shall become (x) the holder of an Incremental Revolving Commitment, subject to all of the rights, obligations, terms and conditions 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 (y) a Lender and a Revolving Lender for all purposes of the Credit Agreement and the other Loan Documents. Such Incremental Revolving Commitments shall form a single Class with the Initial Revolving Facility Commitments (as amended hereby). The Borrower may on one or more occasions, by written parties hereto hereby acknowledge that this Amendment constitutes both a notice to the Administrative AgentAgent as required by Section 2.21(a) of the Credit Agreement and an Incremental Assumption Agreement, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitmentsin each case, provided that the aggregate amount of all with respect to the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such datehereby. Each such notice shall specify (i) Lender, by execution of this Amendment, agrees that, upon effectiveness of this Amendment, its Revolving Commitment is as set forth on the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall be not less than $5,000,000) and (iii) the identity of each Person proposed to become an Amended Commitment Schedule. Each Incremental Revolving Lender agrees that it shall be deemed to have acquired, on the Amendment No. 2 Effective Date, participations in connection therewith (it being agreed the aggregate Revolving L/C Exposure so that (A) any Lender approached to provide any Incremental such Lender’s participations therein are in accordance with its Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed))Facility Percentage.

Incremental Revolving Commitments. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all On the Incremental Revolving Commitments Facility Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to be established hereunder on any date shall not exceed section 2.08(f) of the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that Credit Agreement, the Incremental Revolving Commitments shall be effectiveconstitute additional “Revolving Commitments” and any loans made pursuant to the Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein, which the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be a date not less than 10 made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Days (Day following the Incremental Facility Amendment Effective Date, 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 Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or such shorter period payable with respect thereto as may shall be agreed to by necessary, in the Administrative Agent) after the date on which such notice is delivered to opinion of the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall be not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (A) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)).in

Incremental Revolving Commitments. (a) The Borrower Company may on one or more occasionsat any time after the Effective Date, by written notice to the Administrative Agent, the Joint Collateral Agents (whereupon the Joint Collateral Agents shall promptly deliver a copy to each of the Lenders) request during commitments for an additional tranche of revolving loans (the Revolving Commitment Period the establishment of “Incremental Revolving CommitmentsFacility”; the loans thereunder, the “Incremental Revolving Loans”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist. The Incremental Revolving Facility will be subject to a separate borrowing base consisting of Accounts that constitute Collateral and that are excluded from the definition of Eligible Accounts solely pursuant to clause (n) thereof (and any proceeds thereof) (the “Incremental Facility Collateral”). As a condition to the implementation 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 Facility shall not exceed $25,000,000. The Incremental Revolving Loans shall (a) rank (i) first in right of payment and of collateral security with respect to the 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 date that is third anniversary of the Effective Date and (c) 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 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 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 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 aggregate amount 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 all the obligations to such Lender or Additional Lender. Commitments in respect of Incremental Revolving Loans shall become Commitments under this Agreement pursuant to be established hereunder on an amendment (the “Incremental Amendment”) to this Agreement and, as 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 date shall not exceed other Lenders, effect such amendments to this Agreement and the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period other Loan Documents as may be agreed necessary or appropriate, in the reasonable opinion of the Joint Collateral Agents, to effect the provisions of this Section 2.22. The effectiveness of the Incremental Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to the date 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 Administrative Agent) after 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 date on which such notice is delivered to the Administrative Agent, (ii) the amount proceeds of the Incremental Revolving Commitments being requested (which Loans for working capital and general corporate purposes of the Company and its Subsidiaries. No Lender shall be not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (A) any Lender approached obligated to provide any commitments under the Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment Facility unless it so agrees. The Joint Collateral Agents and (B) any Person the Lenders hereby agree that the Borrower proposes minimum borrowing and pro rata borrowing requirements contained elsewhere in this Agreement shall not apply to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and transactions effected pursuant to this Section. This Section 2.22 shall supersede any provisions of Section 2.18(e) or 9.02 to the Swing Line Lender (such approval not to be unreasonably withheld or delayed))contrary.

Incremental Revolving Commitments. (a) The Borrower may on one or more occasionsPursuant to Section 2.16 of the Existing Credit Agreement, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of each 2024 Incremental Revolving CommitmentsLender, provided that severally and not jointly, agrees on the Fourth Amendment Effective Date, upon the satisfaction or waiver of the conditions in Section 7 of this Fourth Amendment, to establish 2024 Incremental Revolving Commitments in a principal amount not to exceed its respective 2024 Incremental Revolving Commitment, in accordance with this Fourth Amendment and the Credit Agreement. The aggregate amount of all the 2024 Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such dateFourth Amendment Effective Date is $50,000,000.00. Each such notice shall specify (ib) the date on which the Borrower proposes that the The 2024 Incremental Revolving Commitments shall be effectiveconstitute “Revolving Commitments” for all purposes under the Credit Agreement and the other Loan Documents. (c) If and when 2024 Incremental Revolving Loans are incurred under the 2024 Incremental Revolving Commitment, which such 2024 Incremental Revolving Loans (i) shall be a date not less than 10 Business Days (or such shorter period treated and deemed to constitute the same Class as may be agreed to by the Administrative Agent) after Revolving Loans for all purposes of the date on which such notice is delivered to the Administrative AgentCredit Agreement and each other Loan Document, (ii) the amount terms and provisions of the 2024 Incremental Revolving Commitments being requested (which Loans shall be not less than $5,000,000) identical to those of the existing Class of Revolving Loans outstanding on the date hereof as set forth in the Existing Credit Agreement, including, without limitation, Section 2.10 of the Credit Agreement and the Applicable Rate and (iii) the identity of each Person proposed to become an 2024 Incremental Revolving Lender in connection therewith Loans shall (it being agreed that (A) any Lender approached to provide any Incremental and all Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)).Loans incurred

Incremental Revolving Commitments. (a1) The Borrower may on one or more occasionsmay, by written notice to the Administrative AgentAgent from time to time, request during Incremental Term Loan Commitments and/or increases in the Revolving Commitments of any Class (a “Revolving Commitment Period 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 any 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 Commitments from cash and cash equivalents and treating any Incremental Revolving Commitments as fully drawn), from one or more Eligible Assignees (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan or additional Revolving Commitment without its consent) 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, provided that as the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such datecase may be, in their sole discretion. Each such Such notice shall specify set forth (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be not less than in a minimum amount of $5,000,00025,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each 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 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 identity of each Person proposed date on which such Incremental Term Loan Commitments and/or Incremental Revolving Commitments are requested to become an Incremental Revolving Lender in connection therewith effective (it being which shall, unless otherwise agreed that (A) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and be not less than ten Business Days after the Swing Line Lender (date such approval not to be unreasonably withheld or delayed)notice is delivered).