Common use of Loans; Commitments Clause in Contracts

Loans; Commitments. (a) The aggregate principal amount of the Revolving Loans (each as defined in the Existing Credit Agreement) made pursuant to the Existing Credit Agreement and outstanding on the Third Amendment Effective Date is $264,000,000 (such outstanding principal amount of the Revolving Loans, the “Existing Revolving Loans”). On the Third Amendment Effective Date, $225,000,000 of the aggregate outstanding principal amount of Existing Revolving Loans shall automatically be consolidated and converted to a term loan in the aggregate principal amount of $225,000,000 (collectively, the “Term Loans”). The remainder of the Existing Revolving Loans shall be continued as Revolving Loans hereunder. Schedule 1.1(a) sets forth the Term Loans of each Term Lender. To the extent repaid, the Term Loans may not be reborrowed. (b) Each Revolving Credit Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Revolving Loan,” and collectively, the “Revolving Loans”) to the Borrowers, from time to time on any Business Day during the period from and including the Third Amendment Effective Date to but not including the Revolving Credit Termination Date, in an aggregate principal amount at any time outstanding not exceeding its Revolving Credit Commitment, provided that no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Borrowing), (y) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrowers may borrow, repay and reborrow Revolving Loans. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrowers, from time to time on any Business Day during the period from the Third Amendment Effective Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Credit Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Revolving Credit Lender outstanding at such time and its Letter of Credit Exposure at such time, would exceed the Swingline Lender’s own Revolving Credit Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time (y) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time or (z) any Lender is at such time a Defaulting Lender hereunder, unless the Swingline Lender has entered into satisfactory arrangements with the Borrowers or such Lender to eliminate the Swingline Lender’s risk with respect to such Lender. Subject to and on the terms and conditions of this Agreement, the Borrowers may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans.

Loans; Commitments. (a) Pursuant to the Existing Credit Agreement, each Existing Lender, subject to and on the terms and conditions of the Existing Credit Agreement, made term loans (each, an "Existing Term Loan," and collectively, the "Existing Term Loans") to the Borrower. The aggregate principal amount of the Revolving Existing Term Loans (each as defined in the Existing Credit Agreement) made pursuant to the Existing Credit Agreement and outstanding on immediately prior to the Third Amendment Effective Closing Date is $264,000,000 (such outstanding principal amount of the Revolving Loans, the “Existing Revolving Loans”)39,975,000. On the Third Amendment Effective Closing Date, $225,000,000 the following shall occur: (i) pursuant to the terms of Section 2.7(a) of the aggregate outstanding principal amount Existing Credit Agreement, Borrower shall make a partial prepayment of the Existing Revolving Term Loans shall automatically be consolidated and converted to a term loan in the aggregate principal amount of $225,000,000 10,000,000 (and each Existing Lender severally agrees, subject to and on the terms and conditions of the Existing Credit Agreement, to consent to such prepayment and waive any applicable notice period required by Section 2.7(a) of the Existing Credit Agreement (but not any amounts due under Section 2.18 of the Existing Credit Agreement on account of such prepayment)), and (ii) the Existing Term Loans (after giving effect to the foregoing prepayment) shall automatically be continued as an equivalent principal amount of Loans hereunder (each such loan, a "Tranche A Term Loan," and collectively, the “"Tranche A Term Loans”). The remainder ") and shall be of the same Type, and shall have the same Interest Period, as the corresponding Existing Revolving Loans shall be continued as Revolving Loans hereunder. Schedule 1.1(a) sets forth the Term Loans of each Term LenderLoans. To the extent repaid, the Tranche A Term Loans may not be reborrowed. (b) Each Revolving Credit Tranche B Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make a single loan (each being a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower on the Closing Date, in an aggregate principal amount not to exceed its Tranche B Commitment. No Tranche B Term Loans shall be made at any time after the Closing Date. To the extent repaid, Tranche B Term Loans may not be reborrowed. (i) Pursuant to the Existing Credit Agreement, each Existing Lender, subject to and on the terms and conditions of the Existing Credit Agreement, made revolving loans (each, a “an "Existing Revolving Loan,” " and collectively, the “"Existing Revolving Loans”") to the BorrowersBorrower. On the Closing Date, the following shall occur: (A) pursuant to the terms of Section 2.7(a) of the Existing Credit Agreement, Borrower shall make a partial prepayment of the Existing Revolving Loans in the aggregate principal amount of $30,000,000 (and each Existing Lender severally agrees, subject to and on the terms and conditions of the Existing Credit Agreement, to consent to such prepayment and waive any applicable notice period required by Section 2.7(a) of the Existing Credit Agreement (but not any amounts due under Section 2.18 of the Existing Credit Agreement on account of such prepayment)), and (B) the Existing Revolving Loans (after giving effect to the foregoing prepayment) shall automatically be continued as an equivalent principal amount of Loans hereunder (each such loan, together with the additional revolving loans described hereinbelow, a "Revolving Loan," and collectively, the "Revolving Loans") and shall be of the same Type, and shall have the same Interest Period, as the corresponding Existing Revolving Loans. Additionally, each Existing Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving loans to the Borrower, from time to time on any Business Day during the period from and including the Third Amendment Effective Closing Date to but not including the Revolving Credit Termination Date, in an aggregate principal amount at any time outstanding not exceeding greater than its Revolving Credit Commitment, provided that no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto thereto, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, and to any concurrent repayment (y) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made pursuant to such Borrowing), (y) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrowers Borrower may borrow, repay and reborrow Revolving Loans. (cii) The Swingline Lender agreesRevolving Credit Maturity Date may be extended as follows: (A) The Borrower may, subject to and on the terms and conditions of this Agreement, to make loans by notice (each, a “Swingline Loan,” and collectively, the “Swingline Loans”an "Extension Notice") to the BorrowersAdministrative Agent (which shall promptly notify the Revolving Lenders) not less than 90 days prior to the Revolving Credit Maturity Date then in effect hereunder (the "Existing Revolving Credit Maturity Date"), from time request that each Revolving Lender party hereto prior to time on any Business Day during extension (an "Existing Revolving Lender") agree to the period from extend the Third Amendment Effective Existing Revolving Credit Maturity Date to but not including a new proposed maturity date that is no later than the Swingline Tranche B Maturity Date (orthe "Proposed Revolving Credit Maturity Date"). (B) Each Existing Revolving Lender, if earlieracting in its sole and individual discretion, shall, by notice to the Administrative Agent promptly given (but in no event later than that date (the "Notice Date") which is 15 days following the date of the Extension Notice, advise the Administrative Agent whether or not such Existing Revolving Lender agrees to such extension (and each Existing Revolving Lender that determines not to agree to extend the Revolving Credit Termination Maturity Date (a "Non-Extending Lender") shall notify the Administrative Agent (which shall notify the other Existing Revolving Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date), in an aggregate principal amount at and any time outstanding Existing Revolving Lender that does not exceeding so advise the Swingline Commitment. Swingline Loans may be made even if Administrative Agent on or before the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Revolving Credit Lender outstanding at such time and its Letter of Credit Exposure at such time, would exceed the Swingline Lender’s own Revolving Credit Commitment at such time, but provided that no Borrowing of Swingline Loans Notice Date shall be made if, immediately after giving effect thereto, (x) the Revolving Credit Exposure deemed to be a Non-Extending Lender). The election of any Existing Revolving Credit Lender would exceed its Revolving Credit Commitment at such time (y) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time or (z) any Lender is at such time a Defaulting Lender hereunder, unless the Swingline Lender has entered into satisfactory arrangements with the Borrowers or such Lender to eliminate the Swingline Lender’s risk with respect agree to such Lender. Subject extension shall not obligate any other Lender to and on the terms and conditions of this Agreement, the Borrowers may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loansso agree.

Loans; Commitments. (a) The aggregate Subject to the terms and conditions and relying on the representations and warranties set forth herein, each Lender with a Tranche A Term Loan Commitment agrees, severally and not jointly, to make a Tranche A Term Loan to the Company on the Closing Date in a principal amount not to exceed its Tranche A Term Loan Commitment set forth opposite its name in Schedule 2.01. Amounts paid or prepaid in respect of the Revolving Loans (each as defined in the Existing Credit Agreement) made pursuant to the Existing Credit Agreement and outstanding on the Third Amendment Effective Date is $264,000,000 (such outstanding principal amount of the Revolving Loans, the “Existing Revolving Loans”). On the Third Amendment Effective Date, $225,000,000 of the aggregate outstanding principal amount of Existing Revolving Loans shall automatically be consolidated and converted to a term loan in the aggregate principal amount of $225,000,000 (collectively, the “Term Loans”). The remainder of the Existing Revolving Loans shall be continued as Revolving Loans hereunder. Schedule 1.1(a) sets forth the Term Loans of each Term Lender. To the extent repaid, the Tranche A Term Loans may not be reborrowed. (b) Each Revolving Credit Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementand relying upon the representations and warranties set forth herein, each Lender with a Tranche B Term Loan Commitment agrees, severally and not jointly, to make a Tranche B Term Loan to the Company on the Closing Date in a principal amount not to exceed its Tranche B Term Loan Commitment set forth opposite its name in Schedule 2.01. Amounts paid or prepaid in respect of Tranche B Term Loans may not be reborrowed. (c) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, each Revolving Lender agrees, severally and not jointly, to make revolving credit loans to the Company (each, each a “"Revolving Loan,” " and collectively, the “"Revolving Loans”) to the Borrowers"), at any time and from time to time on any Business Day during or after the period from Closing Date and including until the Third Amendment Effective Date to but not including earlier of the Revolving Credit Termination DateMaturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding not exceeding its Revolving Credit Commitment, provided that no Borrowing to exceed the excess of Revolving Loans shall be made if, immediately after giving effect thereto (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Borrowing), (yi) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or over (zii) its Applicable Percentage of the Aggregate Revolving sum of the Company Letter of Credit Exposure would exceed and Swingline Loans. Within the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreementforegoing limits, the Borrowers Company may borrow, repay pay or prepay and reborrow Revolving LoansLoans on or after the Closing Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. As provided in Section 2.19, the Revolving Credit Commitment may be utilized for the issuance of Letters of Credit. (ci) The Swingline Lender hereby agrees, subject to and on the terms and conditions limitations set forth below with respect to the maximum amount of this AgreementSwingline Loans permitted to be outstanding from time to time, to make loans (each, a “Swingline Loan,” and collectively, portion of the “Swingline Loans”) Revolving Credit Commitments available to the Borrowers, Company from time to time on any Business Day during the period from the Third Amendment Effective Closing Date to but not including through and excluding the Swingline earlier of Revolving Credit Maturity Date (or, if earlier, and the termination of the Revolving Credit Termination Date), Commitments in an aggregate principal amount at any time outstanding not exceeding to exceed the Swingline Loan Commitment, by making Swingline Loans to the Company. Swingline Loans may be made even if notwithstanding the aggregate principal amount of fact that such Swingline Loans outstanding at any timeLoans, when added to aggregated with the aggregate principal amount of the Swingline Lender's outstanding Revolving Loans made by the and outstanding Swingline Lender in its capacity as a Revolving Credit Lender outstanding at such time and its Letter of Credit Exposure at such timeLoans, would may exceed the Swingline Lender’s own 's Revolving Credit Commitment. The Swingline Lender's commitment to make Swingline Loans to the Company pursuant to this Section 2.01(d) is herein called its "Swingline Loan Commitment." The original amount of the Swingline Lender's Swingline Loan Commitment at such time, but provided that no Borrowing of is $20,000,000. The Swingline Lender's Swingline Loan Commitment shall expire on the date the Revolving Credit Commitments are terminated and all Swingline Loans and all other amounts owed hereunder with respect to Swingline Loans shall be made if, immediately after giving effect thereto, (xpaid in full no later than that date. Amounts borrowed under this Section 2.01(d) may be repaid and reborrowed to but excluding the date of termination of the Revolving Credit Exposure Commitments; provided, however, that the Company shall repay all outstanding Swingline Loans on the last day of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time (y) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time or (z) any Lender is at such time a Defaulting Lender hereunder, unless the Swingline Lender has entered into satisfactory arrangements with the Borrowers or such Lender to eliminate each fiscal quarter of the Swingline Lender’s risk with respect to such Lender. Subject to and on the terms and conditions of this Agreement, the Borrowers may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans.

Loans; Commitments. (a) The aggregate Subject to the terms and conditions and relying on the representations and warranties set forth herein, each Lender with a Tranche B-1 Term Loan Commitment agrees, severally and not jointly, to make a Tranche B-1 Term Loan to the Company on the Effective Date in a principal amount not to exceed its Tranche B-1 Term Loan Commitment set forth opposite its name in Schedule 2.01. Amounts paid or prepaid in respect of the Revolving Loans (each as defined in the Existing Credit Agreement) made pursuant to the Existing Credit Agreement and outstanding on the Third Amendment Effective Date is $264,000,000 (such outstanding principal amount of the Revolving Loans, the “Existing Revolving Loans”). On the Third Amendment Effective Date, $225,000,000 of the aggregate outstanding principal amount of Existing Revolving Loans shall automatically be consolidated and converted to a term loan in the aggregate principal amount of $225,000,000 (collectively, the “Term Loans”). The remainder of the Existing Revolving Loans shall be continued as Revolving Loans hereunder. Schedule 1.1(a) sets forth the Term Loans of each Term Lender. To the extent repaid, the Tranche B-1 Term Loans may not be reborrowed. (b) Each Revolving Credit Lender severally agrees, subject Subject to and on the terms and conditions of this Agreementand relying upon the representations and warranties set forth herein, each Revolving Lender agrees, severally and not jointly, to make revolving credit loans to the Company (each, a “"Revolving Loan,” and " and, collectively, the “"Revolving Loans”) to the Borrowers"), at any time and from time to time on any Business Day during or after the period from and including the Third Amendment Effective Date to but not including and until the earlier of the Revolving Credit Termination DateMaturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding not exceeding its Revolving Credit Commitment, provided that no Borrowing to exceed the excess of Revolving Loans shall be made if, immediately after giving effect thereto (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Borrowing), (yi) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or over (zii) its Applicable Percentage of the Aggregate Revolving sum of the Company Letter of Credit Exposure would exceed (as defined in Section 1.01 hereof under "Letter of Credit Exposure") and Swingline Loans. Within the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreementforegoing limits, the Borrowers Company may borrow, repay pay or prepay and reborrow Revolving LoansLoans on or after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. As provided in Section 2.19, the Revolving Credit Commitment may be utilized for the issuance of Letters of Credit. (c1) The Swingline Lender hereby agrees, subject to and on the terms and conditions limitations set forth below with respect to the maximum amount of this AgreementSwingline Loans permitted to be outstanding from time to time, to make loans (each, a “Swingline Loan,” and collectively, portion of the “Swingline Loans”) Revolving Credit Commitments available to the Borrowers, Company from time to time on any Business Day during the period from the Third Amendment Effective Date to but not including through and excluding the Swingline earlier of Revolving Credit Maturity Date (or, if earlier, and the termination of the Revolving Credit Termination Date), Commitments in an aggregate principal amount at any time outstanding not exceeding to exceed the Swingline Loan Commitment, by making Swingline Loans to the Company. Swingline Loans may be made even if notwithstanding the aggregate principal amount of fact that such Swingline Loans outstanding at any timeLoans, when added to aggregated with the aggregate principal amount of the Swingline Lender's outstanding Revolving Loans made by the and outstanding Swingline Lender in its capacity as a Revolving Credit Lender outstanding at such time and its Letter of Credit Exposure at such timeLoans, would may exceed the Swingline Lender’s own 's Revolving Credit Commitment. The Swingline Lender's commitment to make Swingline Loans to the Company pursuant to this Section 2.01(c) is herein called its "Swingline Loan Commitment." The original amount of the Swingline Lender's Swingline Loan Commitment at such time, but provided that no Borrowing of is $20,000,000. The Swingline Lender's Swingline Loan Commitment shall expire on the date the Revolving Credit Commitments are terminated and all Swingline Loans and all other amounts owed hereunder with respect to Swingline Loans shall be made if, immediately after giving effect thereto, (xpaid in full no later than that date. Amounts borrowed under this Section 2.01(c) may be repaid and reborrowed to but excluding the date of termination of the Revolving Credit Exposure Commitments; provided, however, that the Company shall repay all outstanding Swingline Loans on the last day of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time (y) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time or (z) any Lender is at such time a Defaulting Lender hereunder, unless the Swingline Lender has entered into satisfactory arrangements with the Borrowers or such Lender to eliminate each fiscal quarter of the Swingline Lender’s risk with respect to such Lender. Subject to and on the terms and conditions of this Agreement, the Borrowers may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans.

Loans; Commitments. (a) The aggregate principal amount of the Revolving Loans (each as defined in the Existing Credit Agreement) made pursuant Subject to the Existing Credit Agreement terms and outstanding conditions hereof, (i) on the Third Amendment Effective Closing Date is $264,000,000 each Lender with an Initial Commitment shall make to Borrower (such outstanding principal amount of the Revolving Loansso long as all conditions precedent required hereby shall have then been satisfied or waived), the “Existing Revolving Loans”). On the Third Amendment Effective Date, $225,000,000 of the aggregate outstanding principal amount of Existing Revolving Loans shall automatically be consolidated and converted to a term loan in the an aggregate principal amount equal to such Lender’s Initial Commitment. The aggregate amount of all Initial Commitments is $225,000,000 (collectively58,179,201.54. For the avoidance of doubt, the “Term Loans”)amount of the Loans to be made on the Closing Date shall not exceed 84.1% of the Required Closing Date Funds. The remainder Initial Commitments may only be drawn on the Closing Date. (ii) on each Delayed Draw Borrowing Date, each Lender with a Delayed Draw Commitment shall make to Borrower (so long as all conditions precedent required hereby shall have then been satisfied or waived), a term loan in an aggregate principal amount equal to such Lender’s Pro Rata Share of the Existing Revolving principal amount of Loans set forth in a Borrowing Notice delivered in accordance with Section 2.3 requesting Loans on such date. The aggregate amount of the term loans made on all Delayed Draw Borrowing Dates shall be continued as Revolving Loans hereundernot exceed the difference between $63,592,000.00 and the aggregate amount of the Initial Commitments. Schedule 1.1(a) sets forth For the Term Loans avoidance of each Term Lender. To the extent repaiddoubt, the Term amount of the Loans may to be made on the Delayed Draw Borrowing Date shall not be reborrowedexceed 84.1% of the Required Delayed Draw Borrowing Date Funds. (b) Each Revolving Credit The Initial Commitment of each Lender severally agrees, subject who satisfies its obligation to and fund the Loans on the terms and conditions of this Agreement, to make loans Closing Date shall terminate in its entirety (each, a “Revolving Loan,” and collectively, the “Revolving Loans”) to the Borrowers, from time to time on any Business Day during the period from and including the Third Amendment Effective Date to but not including the Revolving Credit Termination Date, in an aggregate principal amount at any time outstanding not exceeding its Revolving Credit Commitment, provided that no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto (and to any concurrent repayment the incurrence of Swingline such Loans with proceeds of Revolving Loans made pursuant to on such Borrowingdate), (y) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this AgreementOn each Delayed Draw Borrowing Date, the Borrowers may borrow, repay and reborrow Revolving Loans. Delayed Draw Commitment of each Lender shall terminate (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrowers, from time to time on any Business Day during the period from the Third Amendment Effective Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Credit Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Revolving Credit Lender outstanding at such time and its Letter of Credit Exposure at such time, would exceed the Swingline Lender’s own Revolving Credit Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xto the incurrence of Loans on such date) by the Revolving Credit Exposure amount of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time (y) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time or (z) any Lender is at such time a Defaulting Lender hereunder, unless the Swingline Lender has entered into satisfactory arrangements with the Borrowers or Loans funded by such Lender on such Delayed Draw Borrowing Date. On the Final Delayed Draw Borrowing Date, the Delayed Draw Commitment of each Lender who has satisfied its obligations to eliminate the Swingline Lender’s risk with respect to fund Loans on such Lender. Subject to date and on previous Delayed Draw Borrowing Dates shall terminate (after giving effect to the terms and conditions incurrence of this Agreement, the Borrowers may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)on such date) and reborrow Swingline Loansin its entirety.