2019 INCREMENTAL ASSUMPTION AGREEMENT
2019 INCREMENTAL ASSUMPTION AGREEMENT, dated as of March 27, 2019 (this Agreement), among Realogy Intermediate Holdings LLC (Holdings), Realogy Group LLC (the Borrower), the financial institution party hereto (the 2019 Incremental Revolving Facility Lender) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent).
W I T N E S S E T H:
WHEREAS, reference is made to the Amended and Restated Credit Agreement, dated as of March 5, 2013 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among Holdings, the Borrower, the several lenders from time to time parties thereto (the Lenders), the Administrative Agent and the other agents parties thereto;
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;
WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the Borrower wishes to obtain an Incremental Revolving Facility Commitment; and
WHEREAS, the Borrower, the 2019 Incremental Revolving Facility Lender and the Administrative Agent are willing to agree to this Agreement on the terms set forth herein.
NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:
SECTION 1. Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
SECTION 2. Incremental Revolving Facility Commitment.
(a) The Borrower has requested an Incremental Revolving Facility Commitment of $25,000,000.00 and that the date on which such Incremental Revolving Facility Commitment becomes effective be the 2019 Effective Date (as defined below), and the 2019 Incremental Revolving Facility Lender has agreed to provide an Incremental Revolving Facility Commitment in an amount equal to $25,000,000.00.
(b) On the 2019 Effective Date, this Agreement shall constitute an Incremental Assumption Agreement pursuant to section 2.20 of the Credit Agreement, the Incremental Revolving Facility Commitment referred to in Section 2(a) above shall constitute an additional Revolving Facility Commitment and any loans made pursuant to such Incremental Revolving Facility Commitment shall constitute Revolving Facility Loans under the Credit Agreement as set forth in this Section 2.
(c) The Incremental Revolving Facility Commitment shall have the same terms and conditions as those of the Revolving Facility Commitments existing at the time of the 2019 Effective Date, including, for the avoidance of doubt, each of the terms and conditions existing under the Credit Agreement.
(d) Following the 2019 Effective Date, all Revolving Facility Loans shall be made in accordance with the aggregate Revolving Facility Commitments of the Revolving Facility Lenders after giving effect to the Incremental Revolving Facility Commitment contemplated hereby. Pursuant to