Common use of New Revolving Commitment Lenders Clause in Contracts

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to provide the entire amount of Extended Revolving Credit Commitments requested by the Borrower, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment Lender”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel; provided that (i) the Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested amount of Extended Revolving Credit Commitments under such Revolving Extension Request and (B) be on identical terms as those offered to the existing Revolving Credit Lenders under the applicable Existing Revolver Tranche and (ii) prior to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Revolving Credit Commitments to such Person. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) each New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 and (y) participations hereunder in Letters of Credit and Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit Commitment) will equal Applicable Percentage represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (c) each Revolving Credit Lender that shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal to the outstanding principal of the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lender.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide Extended Commitments in an aggregate principal amount equal to the entire amount requested by the Borrowers in such Extension Request, the Borrowers may request that Additional Commitment Lenders provide an Extended Commitment hereunder (an “Additional Commitment”); provided that such Extended Commitments of such Additional Commitment Lenders (i) shall be in an aggregate principal amount for all such Additional Commitment Lenders not to exceed the aggregate principal amount of Extended Revolving Credit Commitments requested so declined to be provided by the Borrower, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment Lender”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel; provided that (i) the Extended Revolving Credit Commitments of such New Revolving Commitment existing Lenders with respect to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested amount of Extended Revolving Credit Commitments under such Revolving Extension Request and (Bii) shall be on identical terms as those offered to the existing Revolving Credit Lenders under terms applicable to the terms specified in the applicable Existing Revolver Tranche Extension Request (and (ii) prior any Extended Commitments provided by existing Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Additional Commitment Lender, the Administrative Agent, each the L/C Issuer and/or and the Swing Loan Line Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Additional Commitment Lender if such consent would be required under Section 12.2(b)(iii10.06(b) for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Commitment provided by Additional Commitment Lenders shall be pro rata to each Additional Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Additional Commitment Lender is a party party, (a) the Commitments of all existing Lenders of each Type specified in the Extension Amendment in accordance with this Section 2.17 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Commitments of such Additional Commitment Lenders and (b) the Commitment of each such Additional Commitment Lender will become effective. The Extended Commitments of Additional Commitment Lenders will be incorporated as Commitments hereunder in the same manner in which Extended Commitments of existing Lenders are incorporated hereunder pursuant to this Section 2.17, and for the avoidance of doubt, all Borrowings and repayments of Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Types of Commitments including such Additional Commitment Lenders (based on the outstanding principal amounts of the respective Types of Commitments) except for (x) payments of interest and fees at different rates for each Type of Commitments and (y) repayments required on the Maturity Date for any particular Type of Commitments. Upon the effectiveness of each Additional Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined of all applicable existing Types of Commitments immediately prior to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments such effectiveness will be deemed automatically and without any further act be deemed to have assigned to the New Revolving each Additional Commitment Lenders Lender, and each such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) each New Revolving Additional Commitment Lender shall will automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) after giving effect to each such deemed assignment and assumption of participations, the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments percentage of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 and outstanding (yi) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender of each Class Type of Revolving Credit Commitments (including each such New Revolving Additional Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Commitments of all Types of Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each Revolving Credit Lender that if, on the date of such effectiveness, there are any Loans outstanding, such Loans shall on or prior to the effectiveness of such Additional Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such Additional Commitments, which prepayment shall be deemed to have assigned accompanied by accrued interest on the Loans being prepaid and any portion of its existing Revolving Credit Commitments to costs incurred by any New Revolving Commitment Lender in accordance with Section 3.04. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall have received payment of an amount equal not apply to the outstanding principal of transactions effected pursuant to the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderimmediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide Extended Commitments in an aggregate principal amount equal to the entire amount of Extended Revolving Credit Commitments requested by the BorrowerBorrower in such Extension Request, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing other than the Lenders or Extending Lenders which qualify as Eligible Assignees (the “New Commitment Lenders”), which New Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment LenderCommitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing Revolving Credit Lenders under terms applicable to the terms specified in the applicable Existing Revolver Tranche Extension Request (and (ii) prior any Extended Commitments provided by existing Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each the L/C Issuer and/or and the Swing Loan Line Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii10.06(b) for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Commitment provided by New Commitment Lenders shall be pro rata to each New Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) the Commitments of all existing Lenders of each Type specified in the Extension Amendment in accordance with this Section 2.17 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Commitments of such New Commitment Lenders and (b) the Commitment of each such New Commitment Lender will become effective. The Extended Commitments of New Commitment Lenders will be incorporated as Commitments hereunder in the same manner in which Extended Commitments of existing Lenders are incorporated hereunder pursuant to this Section 2.17, and for the avoidance of doubt, all Borrowings and repayments of Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Types of Commitments including such New Commitment Lenders (based on the outstanding principal amounts of the respective Types of Commitments) except for (x) payments of interest and fees at different rates for each Type of Commitments and (y) repayments required on the Maturity Date for any particular Type of Commitments. Upon the effectiveness of each New Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined of all applicable existing Types of Commitments immediately prior to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments such effectiveness will be deemed automatically and without any further act be deemed to have assigned to the New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) each New Revolving Commitment Lender, and each such New Commitment Lender shall will automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Swingline Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) after giving effect to each such deemed assignment and assumption of participations, the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments percentage of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 and outstanding (yi) participations hereunder in Letters of Credit and Swing (ii) participations hereunder in Swingline Loans held by each Revolving Credit Lender of each Class Type of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Commitments of all Types of Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each Revolving Credit Lender that if, on the date of such effectiveness, there are any Loans outstanding, such Loans shall on or prior to the effectiveness of such New Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such New Commitments, which prepayment shall be deemed to have assigned accompanied by accrued interest on the Loans being prepaid and any portion of its existing Revolving Credit Commitments to costs incurred by any New Revolving Commitment Lender in accordance with Section 3.04. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall have received payment of an amount equal not apply to the outstanding principal of transactions effected pursuant to the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderimmediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide Extended Commitments in an aggregate principal amount equal to the entire amount of Extended Revolving Credit Commitments requested by the BorrowerBorrowers in such Extension Request, the Borrower Borrowers may request that other existing Lenders and/or banks, financial institutions or other institutional lenders or investors who are willing to other than the Lenders which qualify as Eligible Assignees (each such Lender or other Person, the “New Commitment Extending Lenders”), provide an Extended Revolving Credit Commitment hereunder (each such Extended Commitment provided by a New Commitment Extending Lender pursuant to this sentence, a “New Revolving Commitment LenderExtended Commitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Extending Lenders with respect (i) shall be in an aggregate principal amount for all such New Commitment Extending Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request and (B) so declined to be on identical terms as those offered to provided by the existing Revolving Credit Lenders under the applicable Existing Revolver Tranche and (ii) prior shall be on the terms specified in the applicable Extension Request (and any Extended Commitments provided by existing Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Extending Lender, the Administrative Agent, each the L/C Issuer and/or and the Swing Loan Line Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Commitment Extending Lender if such consent would be required under Section 12.2(b)(iii10.06(b) for an assignment of Revolving Credit Commitments to such Person. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Extending Lender is a party party, (a) the Commitments of all existing Lenders of each Type specified in the Extension Amendment in accordance with this Section 2.17 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Commitments of such New Commitment Extending Lenders and (b) the Commitment of each such New Commitment Extending Lender will become effective. The Extended Commitments of New Commitment Extending Lenders will be incorporated as Commitments hereunder in the same manner in which Extended Commitments of existing Lenders are incorporated hereunder pursuant to this Section 2.17, and for the avoidance of doubt, all Borrowings and repayments of Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Types of Commitments including the Commitments of such New Commitment Extending Lenders (based on the outstanding principal amounts of the respective Types of Commitments) except for (x) payments of interest and fees at different rates for each Type of Commitments and (y) repayments required on the Maturity Date for any particular Type of Commitments. Upon the effectiveness of each New Extended Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined of all applicable existing Types of Commitments immediately prior to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments such effectiveness will be deemed automatically and without any further act be deemed to have assigned to the New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) each New Revolving Commitment Extending Lender, and each such New Commitment Extending Lender shall will automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) after giving effect to each such deemed assignment and assumption of participations, the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments percentage of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 and outstanding (yi) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender of each Class Type of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentExtending Lender) will equal Applicable Percentage the percentage of the aggregate Commitments of all Types of Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each Revolving Credit Lender that if, on the date of such effectiveness, there are any Loans outstanding, such Loans shall on or prior to the effectiveness of such New Extended Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such New Extended Commitments, which prepayment shall be deemed to have assigned accompanied by accrued interest on the Loans being prepaid and any portion of its existing Revolving Credit Commitments to costs incurred by any New Revolving Commitment Lender in accordance with Section 3.04. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall have received payment of an amount equal not apply to the outstanding principal of transactions effected pursuant to the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderimmediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide the entire amount of Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the BorrowerBorrower in such Extension Request, the Borrower may request that other Lenders and/or banks, financial institutions or other institutional lenders or investors who are willing other than the Lenders (in such capacities, the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each each, a “New Revolving Commitment LenderCredit Commitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the Extended such New Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing terms applicable to the terms specified in the applicable Extension Request (and any Extended Revolving Credit Commitments provided by existing Lenders under the applicable Existing Revolver Tranche and (ii) prior in respect thereof); provided further that, as a condition to the effectiveness of any Extended New Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any New Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all non-extending Revolving Credit Lenders of each Class specified in the Extension Amendment in accordance with this Section 2.17 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the New Revolving Credit Commitments of such New Revolving Commitment Lenders), Lenders and (b) (i) the Revolving Credit Commitment of each such New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) the Extended will become effective. The New Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit existing Lenders are incorporated hereunder pursuant to this Section 2.17 2.17, and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for (x) solely in respect of any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments), payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and (y) repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender of all applicable existing Classes of Revolving Credit 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 Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to Section 2.16, the percentage of the outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such New Revolving Credit Lender that Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such New Revolving Credit Commitments, which prepayment shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal to the outstanding principal of accompanied by accrued interest on the Revolving Loans being prepaid and funded participations any costs incurred by any Lender in Letter of Credit and Swing Loans so assigned together accordance with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lender. 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 apply to the transactions effected pursuant to the immediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide the entire amount of Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the BorrowerBorrowers in such Extension Request, the Borrower Borrowers may request that other banks, financial institutions or other institutional lenders or investors who are willing other than the Lenders or Extended Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment Lender”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselhereunder; provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing terms applicable to the terms specified in the applicable Extension Request (and any Extended Revolving Credit Commitments provided by existing Lenders under the applicable Existing Revolver Tranche and (ii) prior in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or and the Swing Loan Line Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii) 10.07 for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its all existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters Lenders of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as Class specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to accordance with this Section 2.17 exceed will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Revolving Credit Commitments of all such New Revolving Commitment Lenders), Lenders and (b) (i) the Revolving Credit Commitment of each such New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) the will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit existing Lenders are incorporated hereunder pursuant to this Section 2.17 2.17, and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for (x) payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and (y) repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender of all applicable existing Classes of Revolving Credit 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 Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to Section 2.16, the percentage of the outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such New Revolving Credit Lender that Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such New Revolving Credit Commitments, which prepayment shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal to the outstanding principal of accompanied by accrued interest on the Revolving Loans being prepaid and funded participations any costs incurred by any Lender in Letter of Credit and Swing Loans so assigned together accordance with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lender. 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 apply to the transactions effected pursuant to the immediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower in accordance with Sections 2.17(a) and 2.17(b)this Section 2.17, if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide the entire amount of Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the BorrowerBorrower in such Extension Request, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing other than the Revolving Credit Lenders or Extending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each a the “New Revolving Commitment LenderCredit Commitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request and (B) so declined to be on identical terms as those offered to provided by the existing Revolving Credit Lenders under the applicable Existing Revolver Tranche and (ii) prior shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Revolving Credit Commitments provided by existing Revolving Credit Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheldwithheld or delayed) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its all existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters Lenders of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as Class specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to accordance with this Section 2.17 exceed will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Revolving Credit Commitments of all such New Revolving Commitment Lenders), Lenders and (b) (i) the Revolving Credit Commitment of each such New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) the will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending existing Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 2.17, and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for (x) payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and (y) repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender of all applicable existing Classes of Revolving Credit 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 Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to Section 2.16, the percentage of the outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such New Revolving Credit Commitment be prepaid from the proceeds of Revolving Loans made hereunder under the New Revolving Credit Commitments, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with Section 3.5. 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 be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal not apply to the outstanding principal of transactions effected pursuant to the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderimmediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(aSECTIONS 2.27(a) and 2.17(b2.27(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in SECTION 2.27(b) above to provide Extended Commitments in an aggregate principal amount equal to the entire amount of Extended Revolving Credit Commitments requested by the BorrowerBorrowers in such Extension Request, the Borrower Borrowers may request that other banks, financial institutions or other institutional lenders or investors who are willing to other than the Lenders or Extending Lenders which qualify as Eligible Assignees (the “New Commitment Lenders”), provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment LenderCommitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing Revolving Credit Lenders under terms applicable to the terms specified in the applicable Existing Revolver Tranche Extension Request (and (ii) prior any Extended Commitments provided by existing Lenders in respect thereof); provided, further, that as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or the Swing Loan Issuing Banks and the Swingline Lender shall have consented (such consent not to be unreasonably withheldwithheld or delayed) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii) SECTION 9.07 for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Commitment provided by New Commitment Lenders shall be pro rata to each New Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (aA) the Commitments of all existing Lenders of each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as Class specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall in accordance with this SECTION 2.27 will be made in such manner and in such amounts as may be agreed permanently reduced pro rata by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the an aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) each New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed the aggregate principal amount of the Extended Revolving Credit Commitments of such New Commitment Lenders and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (xB) the Commitment of each such New Commitment Lender will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit existing Lenders are incorporated hereunder pursuant to this Section 2.17 and SECTION 2.27. Upon the effectiveness of each New Commitment pursuant to this SECTION 2.27(c), (yI) participations hereunder in Letters of Credit and Swing Loans held by each Revolving Credit Lender of each Class all applicable existing Classes of Revolving Credit Commitments (including each immediately prior to such New Revolving Commitment Lender effectiveness shall automatically and its Extended Revolving Credit Commitment) will equal Applicable Percentage represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (c) each Revolving Credit Lender that shall without further act be deemed to have assigned any to each New Commitment Lender, and each of such New Commitment Lenders shall automatically and without further act be deemed to have purchased and assumed, (i) a portion of its existing such Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans, so that after giving effect to each such deemed assignment and assumption, the percentage of the aggregate outstanding participations hereunder in such Letters of Credit and Swingline Loans held by each Lender holding Revolving Credit Loans of such Class, as applicable, will equal the percentage of the aggregate Commitments to any New Revolving Commitment Lender shall have received payment of an such Class of all Lenders, and (ii) at the principal amount equal to the outstanding principal of thereof, such interests in the Revolving Loans of such Class outstanding on such date of effectiveness as shall be necessary in order that, after giving effect to all such assignments and funded participations assumptions, the Revolving Loans of such Class will be held by existing Lenders under such Class and New Commitment Lenders under such Class ratably in Letter accordance with their respective Commitments of Credit such Class (the Administrative Agent and Swing Loans so assigned together with accrued interest the Lenders hereby agree that any minimum borrowing, pro rata borrowing and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderpro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this sentence).

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide Extended Commitments in an aggregate principal amount equal to the entire amount of Extended Revolving Credit Commitments requested by the BorrowerBorrowers in such Extension Request, the Borrower Borrowers may request that other existing Lenders and/or banks, financial institutions or other institutional lenders or investors who are willing to other than the Lenders which qualify as Eligible Assignees (each such Lender or other Person, the “New Commitment Extending Lenders”), provide an Extended Revolving Credit Commitment hereunder (each such Extended Commitment provided by a New Commitment Extending Lender pursuant to this sentence, a “New Revolving Commitment LenderExtended Commitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Extending Lenders with respect (i) shall be in an aggregate principal amount for all such New Commitment Extending Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request and (B) so declined to be on identical terms as those offered to provided by the existing Revolving Credit Lenders under the applicable Existing Revolver Tranche and (ii) prior shall be on the terms specified in the applicable Extension Request (and any Extended Commitments provided by existing Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Extending Lender, the Administrative Agent, each the L/C Issuer and/or and the Swing Loan Line Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Commitment Extending Lender if such consent would be required under Section 12.2(b)(iii10.06(b) for an assignment of Revolving Credit Commitments to such Person. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Extending Lender is a party party, (a) the Commitments of all existing Lenders of each Type specified in the Extension Amendment in accordance with this Section 2.17 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Commitments of such New Commitment Extending Lenders and (b) the Commitment of each such New Commitment Extending Lender will become effective. The Extended Commitments of New Commitment Extending Lenders will be incorporated as Commitments hereunder in the same manner in which Extended Commitments of existing Lenders are incorporated hereunder pursuant to this Section 2.17, and for the avoidance of doubt, all Borrowings and repayments of Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Types of Commitments including the Commitments of such New Commitment Extending Lenders (based on the outstanding principal amounts of the respective Types of Commitments) except for (x) payments of interest and fees at different rates for each Type of Commitments and (y) repayments required on the Maturity Date for any particular Type of Commitments. Upon the effectiveness of each New Extended Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined of all applicable existing Types of Commitments immediately prior to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments such effectiveness will be deemed automatically and without any further act be deemed to have assigned to the New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) each New Revolving Commitment Extending Lender, and each such New Commitment Extending Lender shall will automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) after giving effect to each such deemed assignment and assumption of participations, the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments percentage of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 and outstanding (yi) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender of each Class Type of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentExtending Lender) will equal Applicable Percentage the -83- percentage of the aggregate Commitments of all Types of Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each Revolving Credit Lender that if, on the date of such effectiveness, there are any Loans outstanding, such Loans shall on or prior to the effectiveness of such New Extended Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such New Extended Commitments, which prepayment shall be deemed to have assigned accompanied by accrued interest on the Loans being prepaid and any portion of its existing Revolving Credit Commitments to costs incurred by any New Revolving Commitment Lender in accordance with Section 3.04. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall have received payment of an amount equal not apply to the outstanding principal of transactions effected pursuant to the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderimmediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide Extended Commitments in an aggregate principal amount equal to the entire amount requested by the Borrowers in such Extension Request, the Borrowers may request that Additional Commitment Lenders provide an Extended Commitment hereunder (an “Additional Commitment”); provided that such Extended Commitments of such Additional Commitment Lenders (i) shall be in an aggregate principal amount for all such Additional Commitment Lenders not to exceed the aggregate principal amount of Extended Revolving Credit Commitments requested so declined to be provided by the Borrower, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment Lender”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel; provided that (i) the Extended Revolving Credit Commitments of such New Revolving Commitment existing Lenders with respect to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested amount of Extended Revolving Credit Commitments under such Revolving Extension Request and (Bii) shall be on identical terms as those offered to the existing Revolving Credit Lenders under terms applicable to the terms specified in the applicable Existing Revolver Tranche Extension Request (and (ii) prior any Extended Commitments provided by existing Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Additional Commitment Lender, the Administrative Agent, each the L/C Issuer and/or and the Swing Loan Line Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Additional Commitment Lender if such consent would be required under Section 12.2(b)(iii10.06(b) for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Commitment provided by Additional Commitment Lenders shall be pro rata to each Additional Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Additional Commitment Lender is a party party, (a) the Commitments of all existing Lenders of each Type specified in the Extension Amendment in accordance with this Section 2.17 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Commitments of such Additional Commitment Lenders and (b) the Commitment of each such Additional Commitment Lender will become effective. The Extended Commitments of Additional Commitment Lenders will be incorporated as Commitments hereunder in the same manner in which Extended Commitments of existing Lenders are incorporated hereunder pursuant to this Section 2.17, and for the avoidance of doubt, all Borrowings and repayments of Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Types of Commitments including such Additional Commitment Lenders (based on the outstanding principal amounts of the respective Types of Commitments) except for (x) payments of interest and fees at different rates for each Type of Commitments and (y) repayments required on the Maturity Date for any particular Type of Commitments. Upon the effectiveness of each Additional Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined of all applicable existing Types of Commitments immediately prior to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments such effectiveness will be deemed automatically and without any further act be deemed to have assigned to the New Revolving each Additional Commitment Lenders Lender, and each such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) each New Revolving Additional Commitment Lender shall will automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, a portion of such Xxxxxx’s participations hereunder in outstanding Letters of Credit and Swing Line Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) after giving effect to each such deemed assignment and assumption of participations, the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments percentage of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 and outstanding (yi) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender of each Class Type of Revolving Credit Commitments (including each such New Revolving Additional Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Commitments of all Types of Lenders represented by such Revolving Credit LenderXxxxxx’s Revolving Credit Commitment, Commitment and (cb) each Revolving Credit Lender that if, on the date of such effectiveness, there are any Loans outstanding, such Loans shall on or prior to the effectiveness of such Additional Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such Additional Commitments, which prepayment shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal to the outstanding principal of the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accompanied by accrued interest on the Loans being prepaid and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lender.costs incurred by any Lender in accordance with Section

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(a) and 2.17(b)this Section 2.17, if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide the entire amount of Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the BorrowerBorrowers in such Revolving Extension Request, the Borrower Borrowers may request that other banks, - 146 - financial institutions or other institutional lenders or investors who are willing other than the Lenders or Extending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment Lender”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselhereunder; provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing terms applicable to the terms specified in the applicable Revolving Extension Request (and any Extended Revolving Credit Commitments provided by existing Lenders under the applicable Existing Revolver Tranche and (ii) prior in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheldwithheld or delayed) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Revolving Credit Commitments to such PersonPerson and such Person shall otherwise constitute an Eligible Assignee. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its all existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters Lenders of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as Class specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to accordance with this Section 2.17 exceed will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Revolving Credit Commitments of all such New Revolving Commitment Lenders), Lenders and (b) (i) the Revolving Credit Commitment of each such New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) the will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit existing Lenders are incorporated hereunder pursuant to this Section 2.17 2.17, and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Revolving Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for (x) payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and (y) repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each Extended Revolving Credit Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender of all applicable existing Classes of Revolving Credit 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 Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to Section 2.16, the percentage of the outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (c) each Revolving Credit Lender that shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal to the outstanding principal of the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lender.- 147 -

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower in accordance with Sections 2.17(a2.18(a) and 2.17(b2.18(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche Revolving Commitments shall have declined to provide the entire amount of Extended Revolving Credit Commitments requested by the Borrower, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment Lender”) become a Revolving Credit Lender Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselthe Borrower; provided provided, that (i) the Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested amount of Extended Revolving Credit Commitments under such Revolving Extension Request and (B) except as provided in Section 2.18(e), be on identical terms as those offered to the existing Revolving Credit Lenders under the applicable Existing Revolver Tranche Revolving Commitments and (ii) prior to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each L/C Issuer and/or the Swing Loan Lender shall have consented (such consent not to be unreasonably withheldwithheld or delayed) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii8.05(c) for an assignment of Revolving Credit Commitments to such Person. For the avoidance of doubt, no Affiliated Lender may be a New Revolving Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a1) each Revolving Credit Lender (under the relevant Existing Revolver TrancheRevolving Commitments) who that shall have declined to provide at least its Ratable Portion Proportionate Share of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its existing Existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Line Loans related thereto) in a principal amount up to such Ratable Portion Proportionate Share it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by the Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 2.18 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i2)(x) each New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, assumed the existing Existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Line Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (iiy) all such assumed existing Existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (xI) the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 2.18 and (yII) participations hereunder in Letters of Credit and Swing Line Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit Commitment) will equal Applicable Percentage the applicable percentage represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (c3) each Revolving Credit Lender that shall be deemed to have assigned any portion of its existing Existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal to the outstanding principal of the Revolving Loans and funded participations in Letter of Credit and Swing Line Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.52.13) from such New Revolving Commitment Lender.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide Extended Commitments in an aggregate principal amount equal to the entire amount requested by the Borrowers in such Extension Request, the Borrowers may request that Additional Commitment Lenders provide an Extended Commitment hereunder (an “Additional Commitment”); provided that such Extended Commitments of such Additional Commitment Lenders (i) shall be in an aggregate principal amount for all such Additional Commitment Lenders not to exceed the aggregate principal amount of Extended Revolving Credit Commitments requested so declined to be provided by the Borrower, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment Lender”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel; provided that (i) the Extended Revolving Credit Commitments of such New Revolving Commitment existing Lenders with respect to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested amount of Extended Revolving Credit Commitments under such Revolving Extension Request and (Bii) shall be on identical terms as those offered to the existing Revolving Credit Lenders under terms applicable to the terms specified in the applicable Existing Revolver Tranche Extension Request (and (ii) prior any Extended Commitments provided by existing Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Additional Commitment Lender, the Administrative Agent, each the L/C Issuer and/or and the Swing Loan Line Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Additional Commitment Lender if such consent would be required under Section 12.2(b)(iii10.06(b) for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Commitment provided by Additional Commitment Lenders shall be pro rata to each Additional Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Additional Commitment Lender is a party party, (a) the Commitments of all existing Lenders of each Type specified in the Extension Amendment in accordance with this Section 2.17 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Commitments of such Additional Commitment Lenders and (b) the Commitment of each such Additional Commitment Lender will become effective. The Extended Commitments of Additional Commitment Lenders will be incorporated as Commitments hereunder in the same manner in which Extended Commitments of existing Lenders are incorporated hereunder pursuant to this Section 2.17, and for the avoidance of doubt, all Borrowings and repayments of Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Types of Commitments including such Additional Commitment Lenders (based on the outstanding principal amounts of the respective Types of Commitments) except for (x) payments of interest and fees at different rates for each Type of Commitments and (y) repayments required on the Maturity Date for any particular Type of Commitments. Upon the effectiveness of each Additional Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined of all applicable existing Types of Commitments immediately prior to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments such effectiveness will be deemed automatically and without any further act be deemed to have assigned to the New Revolving each Additional Commitment Lenders Lender, and each such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) each New Revolving Additional Commitment Lender shall will automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Swingline Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) after giving effect to each such deemed assignment and assumption of participations, the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments percentage of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 and outstanding (yi) participations hereunder in Letters of Credit and Swing (ii) participations hereunder in Swingline Loans held by each Revolving Credit Lender of each Class Type of Revolving Credit Commitments (including each such New Revolving Additional Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Commitments of all Types of Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each Revolving Credit Lender that if, on the date of such effectiveness, there are any Loans outstanding, such Loans shall on or prior to the effectiveness of such Additional Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such Additional Commitments, which prepayment shall be deemed to have assigned accompanied by accrued interest on the Loans being prepaid and any portion of its existing Revolving Credit Commitments to costs incurred by any New Revolving Commitment Lender in accordance with Section 3.04. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall have received payment of an amount equal not apply to the outstanding principal of transactions effected pursuant to the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderimmediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(a) and 2.17(b)this Section 2.17, if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide the entire amount of Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the BorrowerBorrowers in such Revolving Extension Request, the Borrower Borrowers may request that other banks, financial institutions or other institutional lenders or investors who are willing other than the Lenders or Extending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment Lender”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselhereunder; provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing terms applicable to the terms specified in the applicable Revolving Extension Request (and any Extended Revolving Credit Commitments provided by existing Lenders under the applicable Existing Revolver Tranche and (ii) prior in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheldwithheld or delayed) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Revolving Credit Commitments to such PersonPerson and such Person shall otherwise constitute an Eligible Assignee. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its all existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters Lenders of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as Class specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to accordance with this Section 2.17 exceed will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Revolving Credit Commitments of all such New Revolving Commitment Lenders), Lenders and (b) (i) the Revolving Credit Commitment of each such New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) the will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit existing Lenders are incorporated hereunder pursuant to this Section 2.17 2.17, and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Revolving Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for (x) payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and (y) repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each Extended Revolving Credit Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender of all applicable existing Classes of Revolving Credit 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 Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to Section 2.16, the percentage of the outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit LenderXxxxxx’s Revolving Credit Commitment, Commitment and (cb) each if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Extended Revolving Credit Lender that Commitment be prepaid from the proceeds of Revolving Loans made hereunder under the Extended Revolving Credit Commitments, which prepayment shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal to the outstanding principal of accompanied by accrued interest on the Revolving Loans being prepaid and funded participations any costs incurred by any Lender in Letter of Credit accordance with Section 3.6. The Administrative Agent and Swing Loans so assigned together with accrued interest the Lenders hereby agree that the minimum borrowing, pro rata borrowing and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderpro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(aSECTIONS 2.27(a) and 2.17(b2.27(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in SECTION 2.27(b) above to provide Extended Commitments in an aggregate principal amount equal to the entire amount of Extended Revolving Credit Commitments requested by the BorrowerBorrowers in such Extension Request, the Borrower Borrowers may request that other banks, financial institutions or other institutional lenders or investors who are willing to other than the Lenders or Extending Lenders which qualify as Eligible Assignees (the “New Commitment Lenders”), provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment LenderCommitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing Revolving Credit Lenders under terms applicable to the terms specified in the applicable Existing Revolver Tranche Extension Request (and (ii) prior any Extended Commitments provided by existing Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or the Swing Loan Issuing Banks and the Swingline Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii) SECTION 9.07 for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Commitment provided by New Commitment Lenders shall be pro rata to each New Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) the Commitments of all existing Lenders of each Type specified in the Extension Amendment in accordance with this SECTION 2.27 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Commitments of such New Commitment Lenders and (b) the Commitment of each such New Commitment Lender will become effective. The Extended Commitments of New Commitment Lenders will be incorporated as Commitments hereunder in the same manner in which Extended Commitments of existing Lenders are incorporated hereunder pursuant to this SECTION 2.27, and for the avoidance of doubt, all Borrowings and repayments of Revolving Credit Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Types of Commitments including such New Commitment Lenders (based on the outstanding principal amounts of the respective Types of Commitments) except for (x) payments of interest and fees at different rates for each Type of Commitments and (y) repayments required on the Maturity Date for any particular Type of Commitments. Upon the effectiveness of each New Commitment pursuant to this SECTION 2.27(c), (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined of all applicable existing Types of Commitments immediately prior to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments such effectiveness will be deemed automatically and without any further act be deemed to have assigned to the New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) each New Revolving Commitment Lender, and each such New Commitment Lender shall will automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Swingline Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) after giving effect to each such deemed assignment and assumption of participations, the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments percentage of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 and outstanding (yi) participations hereunder in Letters of Credit and Swing (ii) participations hereunder in Swingline Loans held by each Revolving Credit Lender of each Class Type of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the Total Commitments of all Types of Lenders represented by such Lender’s Commitment and (b) if, on the date of such effectiveness, there are any Revolving Credit Lender’s Loans outstanding, such Revolving Credit Commitment, and (c) each Loans shall on or prior to the effectiveness of such New Commitment be prepaid from the proceeds of Revolving Credit Lender that Loans outstanding after giving effect to such New Commitments, which prepayment shall be deemed to have assigned any portion of its existing accompanied by accrued interest on the Revolving Credit Commitments to Loans being prepaid and any New Revolving Commitment costs incurred by any Lender in accordance with SECTION 2.14. 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 have received payment of an amount equal not apply to the outstanding principal of transactions effected pursuant to the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderimmediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide Extended Commitments in an aggregate principal amount equal to the entire amount of Extended Revolving Credit Commitments requested by the BorrowerBorrowers in such Extension Request, the Borrower Borrowers may request that other existing Lenders and/or banks, financial institutions or other institutional lenders or investors who are willing to other than the Lenders which qualify as Eligible Assignees (each such Lender or other Person, the “New Commitment Extending Lenders”), provide an Extended Revolving Credit Commitment hereunder (each such Extended Commitment provided by a New Commitment Extending Lender pursuant to this sentence, a “New Revolving Commitment LenderExtended Commitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Extending Lenders with respect (i) shall be in an aggregate principal amount for all such New Commitment Extending Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request and (B) so declined to be on identical terms as those offered to provided by the existing Revolving Credit Lenders under the applicable Existing Revolver Tranche and (ii) prior shall be on the terms specified in the applicable Extension Request (and any Extended Commitments provided by existing Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Extending Lender, the Administrative Agent, each the L/C Issuer and/or and the Swing Loan Line Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Commitment Extending Lender if such consent would be required under Section 12.2(b)(iii10.06(b) for an assignment of Revolving Credit Commitments to such Person. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Extending Lender is a party party, (a) the Commitments of all existing Lenders of each Type specified in the Extension Amendment in accordance with this Section 2.17 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Commitments of such New Commitment Extending Lenders and (b) the Commitment of each such New Commitment Extending Lender will become effective. The Extended Commitments of New Commitment Extending Lenders will be incorporated as Commitments hereunder in the same manner in which Extended Commitments of existing Lenders are incorporated hereunder pursuant to this Section 2.17, and for the avoidance of doubt, all Borrowings and repayments of Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Types of Commitments including the Commitments of such New Commitment Extending Lenders (based on the outstanding principal amounts of the respective Types of Commitments) except for (x) payments of interest and fees at different rates for each Type of Commitments and (y) repayments required on the Maturity Date for any particular Type of Commitments. Upon the effectiveness of each New Extended Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined of all applicable existing Types of Commitments immediately prior to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments such effectiveness will be deemed automatically and without any further act be deemed to have assigned to the New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) each New Revolving Commitment Extending Lender, and each such New Commitment Extending Lender shall will automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, a portion of such Lxxxxx’s participations hereunder in outstanding Letters of Credit and Swing Line Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) after giving effect to each such deemed assignment and assumption of participations, the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments percentage of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 and outstanding (yi) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender of each Class Type of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentExtending Lender) will equal Applicable Percentage the percentage of the aggregate Commitments of all Types of Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each Revolving Credit Lender that if, on the date of such effectiveness, there are any Loans outstanding, such Loans shall on or prior to the effectiveness of such New Extended Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such New Extended Commitments, which prepayment shall be deemed to have assigned accompanied by accrued interest on the Loans being prepaid and any portion of its existing Revolving Credit Commitments to costs incurred by any New Revolving Commitment Lender in accordance with Section 3.04. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall have received payment of an amount equal not apply to the outstanding principal of transactions effected pursuant to the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderimmediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide Extended Commitments in an aggregate principal amount equal to the entire amount of Extended Revolving Credit Commitments requested by the BorrowerBorrower in such Extension Request, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing other than the Lenders or Extending Lenders which qualify as Eligible Assignees (the “New Commitment Lenders”), which New Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment LenderCommitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing Revolving Credit Lenders under terms applicable to the terms specified in the applicable Existing Revolver Tranche Extension Request (and (ii) prior any Extended Commitments provided by existing Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each L/C Issuer and/or and the Swing Loan Line Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii10.06(b) for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Commitment provided by New Commitment Lenders shall be pro rata to each New Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) the Commitments of all existing Lenders of each Type specified in the Extension Amendment in accordance with this Section 2.17 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Commitments of such New Commitment Lenders and (b) the Commitment of each such New Commitment Lender will become effective. The Extended Commitments of New Commitment Lenders will be incorporated as Commitments hereunder in the same manner in which Extended Commitments of existing Lenders are incorporated hereunder pursuant to this Section 2.17, and for the avoidance of doubt, all Borrowings and repayments of Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Types of Commitments including such New Commitment Lenders (based on the outstanding principal amounts of the respective Types of Commitments) except for (x) payments of interest and fees at different rates for each Type of Commitments and (y) repayments required on the Maturity Date for any particular Type of Commitments. Upon the effectiveness of each New Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined of all applicable existing Types of Commitments immediately prior to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments such effectiveness will be deemed automatically and without any further act be deemed to have assigned to the New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) each New Revolving Commitment Lender, and each such New Commitment Lender shall will automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, a portion of such Xxxxxx’s participations hereunder in outstanding Letters of Credit and Swing Line Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) after giving effect to each such deemed assignment and assumption of participations, the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments percentage of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 and outstanding (yi) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender of each Class Type of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Commitments of all Types of Lenders represented by such Revolving Credit LenderXxxxxx’s Revolving Credit Commitment, Commitment and (cb) each Revolving Credit Lender that if, on the date of such effectiveness, there are any Loans outstanding, such Loans shall on or prior to the effectiveness of such New Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such New Commitments, which prepayment shall be deemed to have assigned accompanied by accrued interest on the Loans being prepaid and any portion of its existing Revolving Credit Commitments to costs incurred by any New Revolving Commitment Lender in accordance with Section 3.04. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall have received payment of an amount equal not apply to the outstanding principal of transactions effected pursuant to the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderimmediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(a) and 2.17(b)this Section 2.17, if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide the entire amount of Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the BorrowerBorrowers in such Revolving Extension Request, the Borrower Borrowers may request that other banks, financial institutions or other institutional lenders or investors who are willing other than the Lenders or Extending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment Lender”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselhereunder; provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing terms applicable to the terms specified in the applicable Revolving Extension Request (and any Extended Revolving Credit Commitments provided by existing Lenders under the applicable Existing Revolver Tranche and (ii) prior in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheldwithheld or delayed) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Revolving Credit Commitments to such PersonPerson and such Person shall otherwise constitute an Eligible Assignee. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its all existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters Lenders of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as Class specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to accordance with this Section 2.17 exceed will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Revolving Credit Commitments of all such New Revolving Commitment Lenders), Lenders and (b) (i) the Revolving Credit Commitment of each such New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) the will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit existing Lenders are incorporated hereunder pursuant to this Section 2.17 2.17, and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Revolving Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for (x) payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and (y) repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each Extended Revolving Credit Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender of all applicable existing Classes of Revolving Credit 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 Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to Section 2.16, the percentage of the outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Extended Revolving Credit Lender that Commitment be prepaid from the proceeds of Revolving Loans made hereunder under the Extended Revolving Credit Commitments, which prepayment shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal to the outstanding principal of accompanied by accrued interest on the Revolving Loans being prepaid and funded participations any costs incurred by any Lender in Letter of Credit accordance with Section 3.6. The Administrative Agent and Swing Loans so assigned together with accrued interest the Lenders hereby agree that the minimum borrowing, pro rata borrowing and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderpro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(a2.16(a) and 2.17(b2.16(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.16(b) above to provide Extended Commitments in an aggregate principal amount equal to the entire amount of Extended Revolving Credit Commitments requested by the BorrowerBorrowers in such Extension Request, the Borrower Borrowers may request that other banks, financial institutions or other institutional lenders or investors who are willing other than the Lenders or Extending Lenders which qualify as Eligible Assignees (the “New Commitment Lenders”), which New Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment LenderCommitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing Revolving Credit Lenders under terms applicable to the terms specified in the applicable Existing Revolver Tranche Extension Request (and (ii) prior any Extended Commitments provided by existing Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each the L/C Issuer and/or and the Swing Loan Line Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii10.06(b) for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Commitment provided by New Commitment Lenders shall be pro rata to each New Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) the Commitments of all existing Lenders under such Revolving Facility specified in the Extension Amendment in accordance with this Section 2.16 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Commitments of such New Commitment Lenders and (b) the Commitment of each such New Commitment Lender will become effective. The Extended Commitments of New Commitment Lenders will be incorporated as Commitments hereunder in the same manner in which Extended Commitments of existing Lenders are incorporated hereunder pursuant to this Section 2.16, and for the avoidance of doubt, all Borrowings and repayments of Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Commitments for such Revolving Facility, including such New Commitment Lenders (based on the outstanding principal amounts of the respective Commitments under such Revolving Facility) except for (x) payments of interest and fees at different rates for each Revolving Facility and (y) repayments required on the Maturity Date for any particular Revolving Facility. Upon the effectiveness of each New Commitment pursuant to this Section 2.16(c), (a) each Lender of all applicable existing Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined Facility immediately prior to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments such effectiveness will be deemed automatically and without any further act be deemed to have assigned to the New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) each New Revolving Commitment Lender, and each such New Commitment Lender shall will automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) after giving effect to each such deemed assignment and assumption of participations, the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments percentage of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 and outstanding (yi) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments Facility (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Commitments of such Revolving Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each Revolving Credit Lender that if, on the date of such effectiveness, there are any Loans outstanding, such Loans shall on or prior to the effectiveness of such New Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such New Commitments, which prepayment shall be deemed to have assigned accompanied by accrued interest on the Loans being prepaid and any portion of its existing Revolving Credit Commitments to costs incurred by any New Revolving Commitment Lender in accordance with Section 3.04. 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 have received payment of an amount equal not apply to the outstanding principal of transactions effected pursuant to the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderimmediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide the entire amount of Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the BorrowerBorrower in such Extension Request, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing other than the Lenders or Extended Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each each, a “New Revolving Commitment LenderCredit Commitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the Extended such New Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing terms applicable to the terms specified in the applicable Extension Request (and any Extended Revolving Credit Commitments provided by existing Lenders under the applicable Existing Revolver Tranche and (ii) prior in respect thereof); provided further that, as a condition to the effectiveness of any Extended New Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any New Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all existing Revolving Credit Lenders of each Class specified in the Extension Amendment in accordance with this Section 2.17 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the New Revolving Credit Commitments of such New Revolving Commitment Lenders), Lenders and (b) (i) the Revolving Credit Commitment of each such New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) the Extended will become effective. The New Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit existing Lenders are incorporated hereunder pursuant to this Section 2.17 2.17, and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for (x) payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and (y) repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender of all applicable existing Classes of Revolving Credit 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 Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to Section 2.16, the percentage of the outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such New Revolving Credit Lender that Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such New Revolving Credit Commitments, which prepayment shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal to the outstanding principal of accompanied by accrued interest on the Revolving Loans being prepaid and funded participations any costs incurred by any Lender in Letter of Credit and Swing Loans so assigned together accordance with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lender. 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 apply to the transactions effected pursuant to the immediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide the entire amount of Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the BorrowerBorrower in such Extension Request, the Borrower may request that other Lenders and/or banks, financial institutions or other institutional lenders or investors who are willing other than the Lenders or Extended Revolving Credit Lenders (in such capacities, the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each each, a “New Revolving Commitment LenderCredit Commitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the Extended such New Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing terms applicable to the terms specified in the applicable Extension Request (and any Extended Revolving Credit Commitments provided by existing Lenders under the applicable Existing Revolver Tranche and (ii) prior in respect thereof); provided further that, as a condition to the effectiveness of any Extended New Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any New Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all existingnon-extending Revolving Credit Lenders of each Class specified in the Extension Amendment in accordance with this Section 2.17 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the New Revolving Credit Commitments of such New Revolving Commitment Lenders), Lenders and (b) (i) the Revolving Credit Commitment of each such New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) the Extended will become effective. The New Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit existing Lenders are incorporated hereunder pursuant to this Section 2.17 2.17, and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for (x) solely in respect of any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments), payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and (y) repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender of all applicable existing Classes of Revolving Credit 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 Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to Section 2.16, the percentage of the outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such New Revolving Credit Lender that Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such New Revolving Credit Commitments, which prepayment shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal to the outstanding principal of accompanied by accrued interest on the Revolving Loans being prepaid and funded participations any costs incurred by any Lender in Letter of Credit and Swing Loans so assigned together accordance with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lender. 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 apply to the transactions effected pursuant to the immediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree 9656966v810314033v12 during the period specified in Section 2.17(b) above to provide Extended Commitments in an aggregate principal amount equal to the entire amount of Extended Revolving Credit Commitments requested by the BorrowerBorrowers in such Extension Request, the Borrower Borrowers may request that other existing Lenders and/or banks, financial institutions or other institutional lenders or investors who are willing to other than the Lenders which qualify as Eligible Assignees (each such Lender or other Person, the “New Commitment Extending Lenders”), provide an Extended Revolving Credit Commitment hereunder (each such Extended Commitment provided by a New Commitment Extending Lender pursuant to this sentence, a “New Revolving Commitment LenderExtended Commitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Extending Lenders with respect (i) shall be in an aggregate principal amount for all such New Commitment Extending Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request and (B) so declined to be on identical terms as those offered to provided by the existing Revolving Credit Lenders under the applicable Existing Revolver Tranche and (ii) prior shall be on the terms specified in the applicable Extension Request (and any Extended Commitments provided by existing Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Extending Lender, the Administrative Agent, each the L/C Issuer and/or and the Swing Loan Line Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Commitment Extending Lender if such consent would be required under Section 12.2(b)(iii10.06(b) for an assignment of Revolving Credit Commitments to such Person. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Extending Lender is a party party, (a) the Commitments of all existing Lenders of each Type specified in the Extension Amendment in accordance with this Section 2.17 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Commitments of such New Commitment Extending Lenders and (b) the Commitment of each such New Commitment Extending Lender will become effective. The Extended Commitments of New Commitment Extending Lenders will be incorporated as Commitments hereunder in the same manner in which Extended Commitments of existing Lenders are incorporated hereunder pursuant to this Section 2.17, and for the avoidance of doubt, all Borrowings and repayments of Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Types of Commitments including the Commitments of such New Commitment Extending Lenders (based on the outstanding principal amounts of the respective Types of Commitments) except for (x) payments of interest and fees at different rates for each Type of Commitments and (y) repayments required on the Maturity Date for any particular Type of Commitments. Upon the effectiveness of each New Extended Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined of all applicable existing Types of Commitments immediately prior to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments such effectiveness will be deemed automatically and without any further act be deemed to have assigned to the New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) each New Revolving Commitment Extending Lender, and each such New Commitment Extending Lender shall will automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) after giving effect to each such deemed assignment and assumption of participations, the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments percentage of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 and outstanding (yi) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender of each Class Type of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentExtending Lender) will equal Applicable Percentage the percentage of the aggregate Commitments of all Types of Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each Revolving Credit Lender that if, on the date of such effectiveness, there are any Loans outstanding, such Loans shall on or prior to the effectiveness of such New Extended Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such New Extended Commitments, which prepayment shall be deemed to have assigned accompanied by accrued interest on the Loans being prepaid and any portion of its existing Revolving Credit Commitments to costs incurred by any New Revolving Commitment Lender in accordance with Section 3.04. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall have received payment of an amount equal not apply to the outstanding principal of transactions effected pursuant to the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderimmediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower in accordance with Sections 2.17(a) and 2.17(b)this Section 2.17, if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide the entire amount of Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the BorrowerBorrower in such Extension Request, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing other than the Lenders or ExtendedExtending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each a the “New Revolving Commitment LenderCredit Commitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing terms applicable to the terms specified in the applicable Extension Request (and any Extended Revolving Credit Commitments provided by existing Lenders under the applicable Existing Revolver Tranche and (ii) prior in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheldwithheld or delayed) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its all existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters Lenders of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as Class specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to accordance with this Section 2.17 exceed will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Revolving Credit Commitments of all such New Revolving Commitment Lenders), Lenders and (b) (i) the Revolving Credit Commitment of each such New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) the will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit existing Lenders are incorporated hereunder pursuant to this Section 2.17 2.17, and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for (x) payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and (y) repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender of all applicable existing Classes of Revolving Credit 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 Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to Section 2.16, the percentage of the outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such New Revolving Credit Lender that Commitment be prepaid from the proceeds of Revolving Loans made hereunder under the New Revolving Credit Commitments, which prepayment shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal to the outstanding principal of accompanied by accrued interest on the Revolving Loans being prepaid and funded participations any costs incurred by any Lender in Letter of Credit and Swing Loans so assigned together accordance with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lender. 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 apply to the transactions effected pursuant to the immediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide the entire amount of Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the BorrowerBorrower in such Extension Request, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing other than the Lenders or Extended Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment Lender”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselhereunder; provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing terms applicable to the terms specified in the applicable Extension Request (and any Extended Revolving Credit Commitments provided by existing Lenders under the applicable Existing Revolver Tranche and (ii) prior in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its all existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters Lenders of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as Class specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to accordance with this Section 2.17 exceed will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Revolving Credit Commitments of all such New Revolving Commitment Lenders), Lenders and (b) (i) the Revolving Credit Commitment of each such New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) the will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit existing Lenders are incorporated hereunder pursuant to this Section 2.17 2.17, and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for (x) payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and (y) repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender of all applicable existing Classes of Revolving Credit 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 Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to Section 2.16, the percentage of the outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such New Revolving Credit Lender that Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such New Revolving Credit Commitments, which prepayment shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal to the outstanding principal of accompanied by accrued interest on the Revolving Loans being prepaid and funded participations any costs incurred by any Lender in Letter of Credit and Swing Loans so assigned together accordance with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lender. 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 apply to the transactions effected pursuant to the immediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide Extended Commitments in an aggregate principal amount equal to the entire amount of Extended Revolving Credit Commitments requested by the BorrowerBorrowers in such Extension Request, the Borrower Borrowers may request that other existing Lenders and/or banks, financial institutions or other institutional lenders or investors who are willing to other than the Lenders which qualify as Eligible Assignees (each such Lender or other Person, the “New Commitment Extending Lenders”), provide an Extended Revolving Credit Commitment hereunder (each such Extended Commitment provided by a New Commitment Extending Lender pursuant to this sentence, a “New Revolving Commitment LenderExtended Commitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Extending Lenders with respect (i) shall be in an aggregate principal amount for all such New Commitment Extending Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request and (B) so declined to be on identical terms as those offered to provided by the existing Revolving Credit Lenders under the applicable Existing Revolver Tranche and (ii) prior shall be on the terms specified in the applicable Extension Request (and any Extended Commitments provided by existing Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Extending Lender, the Administrative Agent, each the L/C Issuer and/or and the Swing Loan Line Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Commitment Extending Lender if such consent would be required under Section 12.2(b)(iii10.06(b) for an assignment of Revolving Credit Commitments to such Person. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Extending Lender is a party party, (a) the Commitments of all existing Lenders of each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as Type specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to accordance with this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) each New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 and (y) participations hereunder in Letters of Credit and Swing Loans held permanently reduced pro rata by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit Commitment) will equal Applicable Percentage represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (c) each Revolving Credit Lender that shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an aggregate amount equal to the outstanding aggregate principal amount of the Revolving Loans and funded participations in Letter Extended Commitments of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lender.Extending Lenders and (b) the Commitment of each such New Commitment Extending Lender will become

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower in accordance with Sections 2.17(a) and 2.17(b)this Section 2.17, if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide the entire amount of Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the BorrowerBorrower in such Revolving Extension Request, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing other than the Lenders or Extending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment Lender”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselhereunder; provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing terms applicable to the terms specified in the applicable Revolving Extension Request (and any Extended Revolving Credit Commitments provided by existing Lenders under the applicable Existing Revolver Tranche and (ii) prior in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheldwithheld or delayed) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Revolving Credit Commitments to such PersonPerson and such Person shall otherwise constitute an Eligible Assignee. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its all existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters Lenders of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as Class specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to accordance with this Section 2.17 exceed will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Revolving Credit Commitments of all such New Revolving Commitment Lenders), Lenders and (b) (i) the Revolving Credit Commitment of each such New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) the will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit existing Lenders are incorporated hereunder pursuant to this Section 2.17 2.17, and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Revolving Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for (x) payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and (y) repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each Extended Revolving Credit Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender of all applicable existing Classes of Revolving Credit 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 Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to Section 2.16, the percentage of the outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Extended Revolving Credit Lender that Commitment be prepaid from the proceeds of Revolving Loans made hereunder under the Extended Revolving Credit Commitments, which prepayment shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal to the outstanding principal of accompanied by accrued interest on the Revolving Loans being prepaid and funded participations any costs incurred by any Lender in Letter of Credit accordance with Section 3.6. The Administrative Agent and Swing Loans so assigned together with accrued interest the Lenders hereby agree that the minimum borrowing, pro rata borrowing and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderpro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Borrowers in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide Extended Commitments in an aggregate principal amount equal to the entire amount of Extended Revolving Credit Commitments requested by the BorrowerBorrowers in such Extension Request, the Borrower Borrowers may request that other banks, financial institutions or other institutional lenders or investors who are willing other than the Lenders or Extending Lenders which qualify as Eligible Assignees (the “New Commitment Lenders”), which New Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment LenderCommitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing Revolving Credit Lenders under terms applicable to the terms specified in the applicable Existing Revolver Tranche Extension Request (and (ii) prior any Extended Commitments provided by existing Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each the L/C Issuer and/or and the Swing Loan Line Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii10.06(b) for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Commitment provided by New Commitment Lenders shall be pro rata to each New Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) the Commitments of all existing Lenders of each Type specified in the Extension Amendment in accordance with this Section 2.17 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Commitments of such New Commitment Lenders and (b) the Commitment of each such New Commitment Lender will become effective. The Extended Commitments of New Commitment Lenders will be incorporated as Commitments hereunder in the same manner in which Extended Commitments of existing Lenders are incorporated hereunder pursuant to this Section 2.17, and for the avoidance of doubt, all Borrowings and repayments of Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Types of Commitments including such New Commitment Lenders (based on the outstanding principal amounts of the respective Types of Commitments) except for (x) payments of interest and fees at different rates for each Type of Commitments and (y) repayments required on the Maturity Date for any particular Type of Commitments. Upon the effectiveness of each New Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined of all applicable existing Types of Commitments immediately prior to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments such effectiveness will be deemed automatically and without any further act be deemed to have assigned to the New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) each New Revolving Commitment Lender, and each such New Commitment Lender shall will automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Swingline Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) after giving effect to each such deemed assignment and assumption of participations, the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments percentage of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 and outstanding (yi) participations hereunder in Letters of Credit and Swing (ii) participations hereunder in Swingline Loans held by each Revolving Credit Lender of each Class Type of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Commitments of all Types of Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each Revolving Credit Lender that if, on the date of such effectiveness, there are any Loans outstanding, such Loans shall on or prior to the effectiveness of such New Commitment be prepaid from the proceeds of Loans outstanding after giving effect to such New Commitments, which prepayment shall be deemed to have assigned accompanied by accrued interest on the Loans being prepaid and any portion of its existing Revolving Credit Commitments to costs incurred by any New Revolving Commitment Lender in accordance with Section 3.04. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall have received payment of an amount equal not apply to the outstanding principal of transactions effected pursuant to the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderimmediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower Agent in accordance with Sections 2.17(a2.27(a) and 2.17(b2.27(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.27(b) above to provide the entire amount of Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the BorrowerBorrower Agent in such Extension Request, the Borrower Agent may request that other banks, financial institutions or other institutional lenders or investors who are willing other than the Lenders or Extending Revolving Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment LenderCommitment”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel); provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing Revolving Credit Lenders under terms applicable to the terms specified in the applicable Existing Revolver Tranche Extension Request (and (ii) prior any Extended Revolving Commitments provided by existing Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or Issuing Bank and the Swing Loan Swingline Lender shall have consented (such consent not to be unreasonably withheld) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii9.04(b) for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Revolving Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) the Revolving Commitments of all existing Revolving Lenders of each Revolving Credit Lender (under Class specified in the relevant Existing Revolver Tranche) who shall have declined Extension Amendment in accordance with this Section 2.27 will be permanently reduced pro rata by an aggregate amount equal to provide at least its Ratable Portion the aggregate principal amount of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the of such New Revolving Commitment Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Commitment Lenders), (b) (i) the Revolving Commitment of each such New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed will become effective. The Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit existing Lenders are incorporated hereunder pursuant to this Section 2.17 2.27, and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Revolving Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Commitments) except for (x) payments of interest and fees at different rates for each Class of Revolving Commitments (and related Revolving Exposure) and (y) repayments required on the Maturity Date for any particular Class of Revolving Commitments. Upon the effectiveness of each New Revolving Commitment pursuant to this Section 2.27(c), (a) 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 Swingline 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 Swing (ii) participations hereunder in Swingline Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Revolving Commitments of all Classes of Revolving Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each if, on the date of such effectiveness, there are any Revolving Credit Lender that Loans outstanding, such Revolving Loans shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal on or prior to the outstanding principal effectiveness of the Revolving Loans and funded participations in Letter of Credit and Swing Loans so assigned together with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lenderbe prepaid from the proceeds of Loans outstanding after giving effect to such New 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 2.15. The 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 apply to the transactions effected pursuant to the immediately preceding sentence.

New Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower in accordance with Sections 2.17(a) and 2.17(b)this Section 2.17, if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to agree during the period specified in Section 2.17(b) above to provide the entire amount of Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the BorrowerBorrower in such Extension Request, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing other than the Lenders or Extended Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (each a “New Revolving Commitment Lender”) become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselhereunder; provided that (i) the such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders with respect (i) shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to a relevant Revolving Extension Request shall (A) not exceed the amount necessary to achieve the requested aggregate principal amount of Extended Revolving Credit Commitments under such Revolving Extension Request so declined to be provided by the existing Lenders and (Bii) shall be on identical terms as those offered to the existing terms applicable to the terms specified in the applicable Extension Request (and any Extended Revolving Credit Commitments provided by existing Lenders under the applicable Existing Revolver Tranche and (ii) prior in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and/or and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheldwithheld or delayed) to each New Revolving Commitment Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party party, (a) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Commitment Lenders such portion of its all existing Revolving Credit Commitment (including all Revolving Loans, participations in Letters Lenders of Credit and Swing Loans related thereto) in a principal amount up to such Ratable Portion it so declined to provide, in each case, as Class specified in the relevant Revolving Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to accordance with this Section 2.17 exceed will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Revolving Credit Commitments of all such New Revolving Commitment Lenders), Lenders and (b) (i) the Revolving Credit Commitment of each such New Revolving Commitment Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Loans, participations in Letters of Credit and Swing Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (ii) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that, (x) the will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit existing Lenders are incorporated hereunder pursuant to this Section 2.17 2.17, and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for (x) payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and (y) repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this Section 2.17(c), (a) each Revolving Credit Lender of all applicable existing Classes of Revolving Credit 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 Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to Section 2.16, the percentage of the outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender and its Extended Revolving Credit CommitmentLender) will equal Applicable Percentage the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, Commitment and (cb) each if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such New Revolving Credit Lender that Commitment be prepaid from the proceeds of Revolving Loans made hereunder under the New Revolving Credit Commitments, which prepayment shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Commitment Lender shall have received payment of an amount equal to the outstanding principal of accompanied by accrued interest on the Revolving Loans being prepaid and funded participations any costs incurred by any Lender in Letter of Credit and Swing Loans so assigned together accordance with accrued interest and fees thereon (including any amounts under Section 3.5) from such New Revolving Commitment Lender. 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 apply to the transactions effected pursuant to the immediately preceding sentence.