Common use of Acceding Lenders Clause in Contracts

Acceding Lenders. Subject to the approval of the Agents (and the L/C Issuers and the Swing Line Lender only with respect to an increase in or replacement of the Aggregate Commitments), which approvals shall not be unreasonably withheld, delayed or conditioned (such approval of the Agents shall not be required if such Person is a Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender), the Borrower may invite any Lender and/or one or more other commercial banks, other financial institutions or other Persons (in each case, an “Acceding Lender”) to become party to this Agreement as a Lender; provided, that, with respect to any Acceding Lender intended to be a Revolving Lender under this Agreement, such Acceding Lender shall be designated a U.S. Revolving Lender or Multicurrency Revolving Lender, as applicable. Such Acceding Lender shall become a Lender hereunder by entering into an instrument of accession in substantially the form of Exhibit E hereto (an “Instrument of Accession”) with the Borrower and the Agents and assuming thereunder the rights and obligations (as the case may be) of a Lender hereunder, including, without limitation, to the extent applicable, commitments to make Committed Loans, accept Bankers’ Acceptances and purchase BA Equivalent Notes and to participate in the risk relating to Letters of Credit and Swing Line Loans and/or the obligation to fund a portion of a new or increased term loan subject to the terms of this Section, and the Aggregate Commitments and/or new or increased term loan (as the case may be) shall be funded by the amount of such Acceding Lender’s interest all in accordance with the provisions of this Section.

Acceding Lenders. Subject to the approval of the Agents (and Agents, the L/C Issuers and the Swing Line Lender only with respect to an increase in or replacement of the Aggregate Commitments)Lender, which approvals shall not be unreasonably withheld, delayed or conditioned (such approval of the Agents shall not be required if such Person is a Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender), the Borrower may invite any Lender and/or one or more other commercial banks, other financial institutions or other Persons (in each case, an “Acceding Lender”) to become party to this Agreement as a Lender; provided, that, with respect to any Acceding Lender intended to be a Revolving Lender under this Agreement, that such Acceding Lender shall be designated a U.S. Revolving Dollar Lender or Multicurrency Revolving Lender, as applicable. Such Acceding Lender shall become a Lender hereunder by entering into an instrument of accession in substantially the form of Exhibit E hereto (an “Instrument of Accession”) with the Borrower and the Agents and assuming thereunder the rights and obligations (as the case may be) of a Lender hereunder, including, without limitation, to the extent applicable, commitments to make Committed Loans, accept Bankers’ Acceptances and purchase BA Equivalent Notes Loans and to participate in the risk relating to Letters of Credit and Swing Line Loans and/or the obligation to fund a portion of a new or increased term loan subject to the terms of this SectionLoans, and the Aggregate Commitments and/or new or increased term loan (as the case may be) shall be funded by the amount of such Acceding Lender’s interest all in accordance with the provisions of this SectionSection 2.15.

Acceding Lenders. Subject to the approval of the Agents (and the L/C Issuers and the Swing Line Lender only with respect to an increase in or replacement of the Aggregate Commitments), which approvals shall not be unreasonably withheld, delayed or conditioned (such approval of the Agents shall not be required if such Person is a Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender)conditioned, the Borrower may invite any Lender and/or one or more other commercial banks, other financial institutions or other Persons (in each case, an “Acceding Lender”) to become party to this Agreement as a Lender; provided, that, with respect to any Acceding Lender intended to be a Revolving Lender under this Agreement, such Acceding Lender shall be designated a U.S. Revolving Lender or Multicurrency Revolving Lender, as applicable. Such Acceding Lender shall become a Lender hereunder by entering into an instrument of accession in substantially the form of Exhibit E hereto (an “Instrument of Accession”) with the Borrower and the Agents and assuming thereunder the rights and obligations (as the case may be) of a Lender hereunder, including, without limitation, to the extent applicable, commitments to make Committed Loans, accept Bankers’ Acceptances and purchase BA Equivalent Notes and to participate in the risk relating to Letters of Credit and Swing Line Loans and/or the obligation to fund a portion of a new or increased term loan subject to the terms of this Section, and the Aggregate Commitments and/or new or increased term loan (as the case may be) shall be funded by the amount of such Acceding Lender’s interest all in accordance with the provisions of this Section.

Acceding Lenders. Subject to the approval of the Agents (and the L/C Issuers and the Swing Line Lender only with respect to an increase in or replacement of the Aggregate Commitments), which approvals shall not be unreasonably withheld, delayed or conditioned (such approval of the Agents shall not be required if such Person is a Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender), the Borrower may invite any Lender and/or one One or more other commercial banks, other financial institutions or other Persons (in each case, an “Acceding Lender”"ACCEDING LENDER") to may, at the request of the Borrowers, become party to this Credit Agreement as a Lender; provided, that, with respect to any Acceding Lender intended to be a Revolving Lender under this Agreement, such Acceding Lender shall be designated a U.S. Revolving Lender or Multicurrency Revolving Lender, as applicable. Such Acceding Lender shall become a Lender hereunder by entering into an instrument Instrument of accession Accession in substantially the form of Exhibit E EXHIBIT H hereto (an “Instrument of Accession”"INSTRUMENT OF ACCESSION") with the Borrower Borrowers and the Agents Administrative Agent and assuming thereunder the rights and obligations (as the case may be) of a Lender hereunder, including, without limitation, to the extent applicable, commitments Commitments to make Committed Loans, accept Bankers’ Acceptances Revolving Credit Loans and purchase BA Equivalent Notes and to participate in the risk relating to Letters of Credit and Swing Line Loans and/or (as the case may be) the obligation to fund a portion of a new or increased term loan the Term Loan in amounts to be agreed upon by the Borrowers and the Acceding Lender subject to the terms of this Sectionhereof, and the Aggregate Commitments and/or new or increased term loan Total Commitment and (as the case may be) the Term Loan shall thereupon be funded increased (each such increase referred to as a "POST-CLOSING INCREASE") by the amount of such Acceding Lender’s interest 's interest; PROVIDED that: (i) no Default or Event of Default has occurred or is continuing at the time of such accession; (ii) the Lenders party to this Credit Agreement shall have the first option, and may elect, to fund their PRO RATA share of any Post-Closing Increase, but no Lender shall have any obligation to do so; (iii) in the event that an Acceding Lender was not a Lender party to this Credit Agreement prior to giving effect to the Instrument of Accession, such Acceding Lender shall be acceptable to the Administrative Agent; (iv) in no event shall the sum of (a) the Term Loan PLUS (b) the Total Commitment (after giving effect to all Instruments of Accession) exceed in accordance with the aggregate $375,000,000 MINUS any previously effected reductions of the Total Commitment and the Term Loan pursuant to ss.2.2, 4.4 or 4.5, respectively; and (v) the Borrowers shall indemnify the Lenders and the Administrative Agent for any cost or expense incurred as a consequence of the reallocation of any Eurodollar Rate Loans to an Acceding Lender pursuant to the provisions of this Sectionss.5.

Acceding Lenders. Subject to the approval of the Agents (and the L/C Issuers and the Swing Line Lender only with respect to an increase in or replacement of the Aggregate Commitments), which approvals shall not be unreasonably withheld, delayed or conditioned (such approval of the Agents shall not be required if such Person is a Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender), the Borrower may invite any Lender and/or one One or more other commercial banks, other financial institutions or other Persons (in each case, an “"Acceding Lender”") may, at the request of the Borrowers, and upon the consent of the Administrative Agent (such consent not to become party to this Agreement as a Lender; provided, that, be unreasonably withheld with respect to any Acceding Lender intended funding a portion of the Term Loan), become party to be a Revolving Lender under this Agreement, such Acceding Lender shall be designated a U.S. Revolving Lender or Multicurrency Revolving Lender, Credit Agreement as applicable. Such Acceding Lender shall become a Lender hereunder by entering into an instrument Instrument of accession Accession in substantially the form of Exhibit E F hereto (an “"Instrument of Accession”") with the Borrower Borrowers and the Agents Administrative Agent and assuming thereunder the rights and obligations (as the case may be) of a Lender hereunder, including, without limitation, to the extent applicable, commitments Commitments to make Committed Loans, accept Bankers’ Acceptances Revolving Credit Loans and purchase BA Equivalent Notes and to participate in the risk relating to Letters of Credit and Swing Line Loans and/or (as the case may be) the obligation to fund a portion of a new or increased term loan the Term Loan in amounts to be agreed upon by the Borrowers and the Acceding Lender subject to the terms of this Sectionhereof, and the Aggregate Commitments Total Revolving Credit Commitment and/or new or increased term loan the Term Loan (as the case may be) shall thereupon be funded increased (each such increase referred to as a "Post-Closing Increase") by the amount of such Acceding Lender’s interest 's interest; provided that: (i) no Default or Event of Default has occurred or is continuing at the time of such accession; (ii) in no event shall the sum of (a) the Term Loan plus (b) the Total Revolving Credit Commitment (after giving effect to all Instruments of Accession) exceed in accordance with the aggregate $675,000,000 minus any previously effected permanent reductions of the Total Revolving Credit Commitment and prepayments of the Term Loan pursuant to ss. 2.2, 4.4 and 4.5, respectively; and (iii) the Borrowers shall indemnify the Lenders and the Administrative Agent for any cost or expense incurred as a consequence of the reallocation of any Eurodollar Loans to an Acceding Lender pursuant to the provisions of this Sections. 5.9. On the effective date specified in any Instrument of Accession, Schedule 1 hereto shall be deemed to be amended to reflect (x) the name, address, Commitment, Commitment Percentage and/or Term Loan Percentage of the Acceding Lender, (y) the amount of the Total Revolving Credit Commitment and the Term Loan Amount after giving effect to the Post-Closing Increase, and (z) the changes to the respective Commitments, Commitment Percentages and Term Loan Percentages of the other Lenders, as applicable, resulting from such Post-Closing Increase.

Acceding Lenders. Subject to the approval of the Agents (and the L/C Issuers and the Swing Line Lender only with respect to an increase in or replacement of the Aggregate Commitments), which approvals shall not be unreasonably withheld, delayed or conditioned (such approval of the Agents shall not be required if such Person is a Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender), the Borrower may invite any Lender and/or one or more other commercial banks, other financial institutions or other Persons (in each case, an “Acceding Lender”) to become party to this Agreement as a Lender; provided, that, with respect to any Acceding Lender intended to be a Revolving Lender under this Agreement, such Acceding Lender shall be designated a U.S. Revolving Lender or Multicurrency Revolving Lender, as applicable. Such Acceding Lender shall become a Lender hereunder by entering into an instrument of accession in substantially the form of Exhibit E hereto (an “Instrument of Accession”) with the Borrower and the Agents and assuming thereunder the rights and obligations (as the case may be) of a Lender hereunder, including, without limitation, to the extent applicable, commitments to make Committed Loans, accept Bankers’ Acceptances and purchase BA Equivalent Notes and to participate in the risk relating to Letters of Credit and Swing Line Loans and/or the obligation to fund a portion of a new or increased term loan subject to the terms of this SectionSection 2.15, and the Aggregate Commitments and/or new or increased term loan (as the case may be) shall be funded by the amount of such Acceding Lender’s interest all in accordance with the provisions of this SectionSection 2.15.

Acceding Lenders. Subject to the approval of the Agents (and the L/C Issuers and the Swing Line Lender only with respect to an increase in or replacement of the Aggregate Commitments), which approvals shall not be unreasonably withheld, delayed or conditioned (such approval of the Agents shall not be required if such Person is a Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender), the Borrower may invite any Lender and/or one One or more other commercial banks, other financial institutions or other Persons (in each case, an “Acceding Lender”) to may, at the request of the Borrowers, become party to this Credit Agreement as a Lender; provided, that, with respect to any Acceding Lender intended to be a Revolving Lender under this Agreement, such Acceding Lender shall be designated a U.S. Revolving Lender or Multicurrency Revolving Lender, as applicable. Such Acceding Lender shall become a Lender hereunder by entering into an instrument Instrument of accession Accession in substantially the form of Exhibit E H hereto (an “Instrument of Accession”) with the Borrower Borrowers and the Agents Administrative Agent and assuming thereunder the rights and obligations (as the case may be) of a Lender hereunder, including, without limitation, to the extent applicable, commitments Commitments to make Committed Loans, accept Bankers’ Acceptances Revolving Credit Loans and purchase BA Equivalent Notes and to participate in the risk relating to Letters of Credit and Swing Line Loans and/or (as the case may be) the obligation to fund a portion of a new or increased term loan the Term Loan in amounts to be agreed upon by the Borrowers and the Acceding Lender subject to the terms of this Sectionhereof, and the Aggregate Commitments and/or new or increased term loan Total Commitment and (as the case may be) the Term Loan shall thereupon be funded increased (each such increase referred to as a “Post-Closing Increase”) by the amount of such Acceding Lender’s interest interest; provided that: (i) no Default or Event of Default has occurred or is continuing at the time of such accession; (ii) the Lenders party to this Credit Agreement shall have the first option, and may elect, to fund their pro rata share of any Post-Closing Increase, but no Lender shall have any obligation to do so; (iii) in the event that an Acceding Lender was not a Lender party to this Credit Agreement prior to giving effect to the Instrument of Accession, such Acceding Lender shall be acceptable to the Administrative Agent; (iv) in no event shall the sum of (a) the Term Loan plus (b) the Total Commitment (after giving effect to all Instruments of Accession) exceed in accordance with the aggregate $375,000,000 minus any previously effected reductions of the Total Commitment and the Term Loan pursuant to §2.2, 4.4 or 4.5, respectively; and (v) the Borrowers shall indemnify the Lenders and the Administrative Agent for any cost or expense incurred as a consequence of the reallocation of any Eurodollar Rate Loans to an Acceding Lender pursuant to the provisions of this Section§5.12. On the effective date specified in any Instrument of Accession, Schedule 2 hereto shall be deemed to be amended to reflect (x) the name, address, Commitment, Commitment Percentage and Term Loan Percentage of the Acceding Lender, (y) the Total Commitment and the Term Loan after giving effect to the Post-Closing Increase, and (z) the changes to the respective Commitments, Commitment Percentages and Term Loan Percentages of the other Lenders, as applicable, resulting from such Post-Closing Increase.

Acceding Lenders. Subject to Except as otherwise provided herein and only if the approval Leverage Ratio for each of the Agents (and the L/C Issuers and the Swing Line Lender only with respect to an increase in or replacement of the Aggregate Commitments)previous two consecutive fiscal quarters is less than 3.00:1, which approvals shall not be unreasonably withheld, delayed or conditioned (such approval of the Agents shall not be required if such Person is a Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender), the Borrower may invite any Lender and/or one or more other commercial banks, other financial institutions or other Persons approved by the Agent (in each casesuch commercial bank, other financial institution or other Person, an “"Acceding Lender”") to may, at the request of the Borrower and with the consent of the Agent, become a party to this Credit Agreement as a Lender; provided, that, with respect to any Acceding Lender intended to be a Revolving Lender under this Agreement, such Acceding Lender shall be designated a U.S. Revolving Lender or Multicurrency Revolving Lender, as applicable. Such Acceding Lender shall become a Lender hereunder by entering into an instrument Instrument of accession Accession in substantially the form of Exhibit E hereto (an “"Instrument of Accession”") with the Borrower Borrower, the Guarantors and the Agents Agent and assuming thereunder Revolving Credit Commitment(s) in an amount to be agreed upon by the rights Borrower, the Guarantors, such Acceding Lender and obligations (as the case may be) of a Lender hereunder, including, without limitationAgent, to the extent applicable, commitments to make Committed Loans, accept Bankers’ Acceptances Revolving Credit Loans and purchase BA Equivalent Notes and to participate in the risk relating to Letters of Credit and Swing Line Loans and/or the obligation to fund a portion of a new or increased term loan subject to the terms of this SectionCredit, and the Aggregate Commitments and/or new or increased term loan (as the case may be) , pursuant to the terms hereof, and the Total Revolving Credit Commitment shall thereupon be funded increased by the amount of such Acceding Lender’s interest all 's Revolving Credit Commitment; provided that: (i) the Agent shall have given its prior written consent to such accession in accordance with its capacity as Agent, such consent not to be unreasonably withheld; and (ii) in no event shall the provisions Total Revolving Credit Commitment be increased under any one or more of this Sectionsuch Instruments of Accession so as to exceed, in the aggregate, $35,000,000 minus any previously effected reduction of the Total Revolving Credit Commitment pursuant to ss.2.3 made after May 14, 2003. On the effective date specified in any Instrument of Accession, Schedule 1 hereto shall be deemed to be amended to reflect (A) the name, address, Revolving Credit Commitment, and Revolving Credit Commitment Percentage of such Acceding Lender, (B) the Total Revolving Credit Commitment as increased by such Acceding Lender's Revolving Credit Commitments, and (C) the changes to the other Bank's respective Revolving Credit Commitment Percentage and any changes to the other Bank's respective Revolving Credit Commitments (in the event such Bank is also the Acceding Lender) resulting from such assumption and such increased Total Revolving Credit Commitment."