Common use of Addition of New Lenders Clause in Contracts

Addition of New Lenders. To reflect the fact that certain financial institutions which are not currently Short Term Lenders may desire to become Short Term Lenders under the Credit Agreement, any such financial institution signing below as an "Applicant Financial Institution" (and defined herein as such) shall become a "Short Term Lender" under the Credit Agreement as of the Effective Date, and shall be deemed approved by each of the Company and the Managing Administrative Agent pursuant to Paragraph 14(a) of the Credit Agreement, on the following terms and conditions: (a) Each such Applicant Financial Institution hereby acknowledges and agrees that from and after the Effective Date it will be a "Short Term Lender" under the Credit Agreement and the other Credit Documents with all the rights and benefits and with all the obligations of the Short Term Lenders thereunder. (b) On and after the Effective Date, the Maximum Short Term Facility Commitment and Short Term Swing Line Commitment of each such Applicant Financial Institution shall be consistent with the Commitment Schedule attached hereto as Annex 1 (the "Replacement Commitment Schedule") and, if necessary, each such Applicant Financial Institution hereby agrees to purchase on the Effective Date and to accept the assignment and transfer of a portion of the Maximum Short Term Facility Commitments and, as applicable, the Short Term Swingline Commitments held by the Existing Short Term Lenders consistent with the Replacement Commitment Schedule. (c) The Managing Administrative Agent hereby waives: (1) receipt of any Additional Lender Agreement or Assignment Agreement that would otherwise be required to be executed and delivered by such Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iii) of the Credit Agreement, and (2) the registration fee of $3,500.00 required to be delivered by each Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iv) of the Credit Agreement.

Addition of New Lenders. To reflect Each Lender party to this Amendment that was not previously a party to the fact that certain financial institutions which are not currently Short Term Lenders may desire to become Short Term Lenders under the Credit Agreement, any such financial institution signing below as an "Applicant Financial Institution" (and defined herein as such) shall become a "Short Term Lender" under the Credit Reimbursement Agreement as of the Effective Date, and shall be deemed approved by each of the Company and the Managing Administrative Agent pursuant to Paragraph 14(a) of the Credit Agreement, on the following terms and conditions: (a) Each such Applicant Financial Institution hereby acknowledges represents and agrees warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to become a Lender under the Reimbursement Agreement, (ii) from and after the Effective Date date hereof, it will shall be bound by the provisions of the Reimbursement Agreement as a "Short Term Lender" under Lender thereunder and, to the Credit Agreement and the other Credit Documents with all the rights and benefits and with all extent of its L/C Commitment shown on SCHEDULE 1 hereto, shall have the obligations of a Lender thereunder, (iii) it has received a copy of the Short Term Lenders thereunder. (b) On Reimbursement Agreement, together with copies of the most recent financial statements delivered pursuant thereto, and after the Effective Date, the Maximum Short Term Facility Commitment such other documents and Short Term Swing Line Commitment of each information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and it has made such Applicant Financial Institution shall be consistent with the Commitment Schedule attached hereto as Annex 1 (the "Replacement Commitment Schedule") and, if necessary, each such Applicant Financial Institution hereby agrees to purchase analysis and decision independently and without reliance on the Effective Date and to accept the assignment and transfer of a portion of the Maximum Short Term Facility Commitments and, as applicable, the Short Term Swingline Commitments held by the Existing Short Term Lenders consistent with the Replacement Commitment Schedule. (c) The Managing Administrative Agent hereby waives: (1) receipt of or any Additional Lender Agreement or Assignment Agreement that would otherwise be required to be executed and delivered by such Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iii) of the Credit Agreementother Lender, and (2iv) if it is a Foreign Lender, it has separately delivered to the registration fee of $3,500.00 Administrative Agent and the Credit Parties any documentation required to be delivered by each Applicant Financial Institution it pursuant to Paragraph 14(a)(2)(ivthe terms of the Reimbursement Agreement, duly completed and executed by such new Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Credit AgreementDocuments are required to be performed by it as a Lender. Upon the effectiveness of this Amendment the aggregate Letter of Credit Participating Interests shall be reallocated among all of the Lenders Pro Rata based upon the L/C Commitments shown on SCHEDULE 1, it being intended that the new Lender's L/C Commitments and Letter of Credit Participating Interests shall be pari passu with those of the other Lenders.

Addition of New Lenders. To reflect The parties hereto agrees that the fact provision of Section 9.04 of the Credit Agreement shall not be applicable to the addition of the New Lenders pursuant to this Second Amendment. Each New Lender covenants and agrees that certain financial institutions (a) it will, independently and without reliance on the Administrative Agent or any Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (b) it will perform in accordance with their requisite terms all of the obligations which by the terms of the Credit Documents are not currently Short Term Lenders may desire required to be performed by it as a Lender. Furthermore, each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Second Amendment and to consummate the transactions contemplated hereby and to become Short Term Lenders a Lender under the Credit Agreement, any such financial institution signing below as an "Applicant Financial Institution" (and defined herein as suchb) shall it satisfies the requirements specified in the Credit Agreement that are required to be satisfied by it in order to become a "Short Term Lender" under , (c) from and after the Second Amendment Closing Date, it shall be bound by the provisions of the Credit Agreement as of the Effective Date, a Lender thereunder and shall be deemed approved by each have the obligations of the Company and the Managing Administrative Agent pursuant to Paragraph 14(aa Lender thereunder, (d) it has received a copy of the Credit Agreement, on the following terms and conditions: (a) Each such Applicant Financial Institution hereby acknowledges and agrees that from and after the Effective Date it will be a "Short Term Lender" under the Credit Agreement and the other Credit Documents requested by it, together with all the rights and benefits and with all the obligations copies of the Short Term Lenders thereunder. (b) On and after the Effective Date, the Maximum Short Term Facility Commitment and Short Term Swing Line Commitment of each such Applicant Financial Institution shall be consistent with the Commitment Schedule attached hereto as Annex 1 (the "Replacement Commitment Schedule") and, if necessary, each such Applicant Financial Institution hereby agrees most recent financial statements delivered pursuant to purchase on the Effective Date and to accept the assignment and transfer of a portion of the Maximum Short Term Facility Commitments andSection 5.05 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment and to become a Lender under the Short Term Swingline Commitments held by Credit Agreement on the Existing Short Term Lenders consistent basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and (e) if it is a Foreign Lender, it has delivered to the Borrower (with a copy of the Replacement Commitment Schedule. (cAdministrative Agent) The Managing Administrative Agent hereby waives: (1) receipt of any Additional Lender Agreement or Assignment Agreement that would otherwise be documentation required to be executed and delivered by such Applicant Financial Institution it pursuant to Paragraph 14(a)(2)(iii) the terms of the Credit Agreement, duly completed and (2) the registration fee of $3,500.00 required to be delivered by each Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iv) of the Credit Agreementexecuted.

Addition of New Lenders. To reflect (a) On the fact that certain financial institutions which Second Amendment Effective Date, (i) The Bank of Nova Scotia and ING Capital LLC, are not currently Short Term Lenders may desire to become Short Term Lenders under the Credit Agreement, any such financial institution signing below each hereby added as an "Applicant Financial Institution" (and defined herein as such) shall become a "Short Term “Lender" ” for all purposes under the Credit Agreement (as amended by this Amendment) with a Maximum Credit Amount as specified in the attached Annex I and (ii) the Maximum Credit Amount of each Lender (including the new Lenders specified in the preceding clause (i)) shall, without any further action (including, without the execution of any joinder agreement or any Assignment and Assumption or the payment of any processing and recordation fee to the Administrative Agent), be the Maximum Credit Amount specified for such Lender on the attached Annex I. (b) In connection therewith, to the extent that the Maximum Credit Amounts in effect immediately prior to the Second Amendment Effective Date are reallocated (the “Reallocation”), then, on the Second Amendment Effective Date, the Lenders shall purchase and shall be deemed approved by assume (without recourse or warranty) from the Lenders (i) Loans, to the extent that there are any Loans then outstanding, and (ii) undivided participation interests in any outstanding LC Exposure, in each case, to the extent necessary to ensure that after giving effect to the Reallocation, each Lender has outstanding Loans and participation interests in outstanding LC Exposure equal to its Applicable Percentage of the Company Aggregate Maximum Credit Amounts. Each Lender shall make any payment required to be made by it pursuant to the preceding sentence via wire transfer to the Administrative Agent on the Second Amendment Effective Date and the Managing Administrative Agent shall remit the relevant amounts to those Lenders entitled to a portion of the amounts received by the Administrative Agent pursuant to Paragraph 14(athis Section 3.02. Each existing Lender shall be automatically deemed to have assigned any outstanding Loans and participation interests in outstanding LC Exposure on the Second Amendment Effective Date necessary to give effect to this paragraph (b) and the existing Lenders, each new Lender and the Borrower each agree to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the preceding sentences. If, on the Second Amendment Effective Date, any Loans that are Eurodollar Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 5.02 of the Credit Agreement, on the following terms and conditions: (a) Each such Applicant Financial Institution hereby acknowledges and agrees that from and after the Effective Date it will be a "Short Term Lender" under the Credit Agreement and the other Credit Documents with all the rights and benefits and with all the obligations of the Short Term Lenders thereunder. (b) On and after the Effective Dateas amended by this Second Amendment, the Maximum Short Term Facility Commitment and Short Term Swing Line Commitment of each such Applicant Financial Institution shall be consistent in connection with the Commitment Schedule attached hereto as Annex 1 (reallocation of such outstanding Loans to effectuate the "Replacement Commitment Schedule") and, if necessary, each such Applicant Financial Institution hereby agrees to purchase on the Effective Date and to accept the assignment and transfer provisions of a portion of the Maximum Short Term Facility Commitments and, as applicable, the Short Term Swingline Commitments held by the Existing Short Term Lenders consistent with the Replacement Commitment Schedulethis paragraph. (c) The Managing Administrative Agent hereby waives: (1) receipt of any Additional Lender Agreement or Assignment Agreement that would otherwise be required to be executed and delivered by such Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iii) of the Credit Agreement, and (2) the registration fee of $3,500.00 required to be delivered by each Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iv) of the Credit Agreement.

Addition of New Lenders. To reflect the fact that certain financial institutions which are not currently Short Term Lenders may desire to become Short Term Lenders “Lenders” under the Credit Agreement, any such financial institution signing below as an "“Applicant Financial Institution" ” (and defined herein as such) shall become a "Short Term “Lender" ” under the Credit Agreement as of the Effective Date, and shall be deemed approved by each of the Company and the Managing Lead Administrative Agent pursuant to Paragraph 14(a) of the Credit Agreement, on the following terms and conditions: (a) Each such Applicant Financial Institution hereby acknowledges and agrees that from and after the Effective Date it will be a "Short Term Lender" under the Credit Agreement and the other Credit Documents with all the rights and benefits and with all the obligations of the Short Term Lenders thereunder. (b) On and after the Effective Date, the Maximum Short Term Facility Commitment and Short Term Swing Line Commitment of each such Applicant Financial Institution shall be consistent with the Commitment Schedule attached hereto as Annex 1 (the "Replacement Commitment Schedule") and, if necessary, each such Applicant Financial Institution hereby agrees to purchase on the Effective Date and to accept the assignment and transfer of a portion of the Maximum Short Term Facility Commitments and, as applicable, the Short Term Swingline Commitments held by the Existing Short Term Lenders consistent with the Replacement Commitment Schedule. (c) To reflect the addition of each such Applicant Financial Institution as a Lender, the schedule of addresses attached to the Credit Agreement as Annex II shall be replaced by the schedule of addresses attached hereto as Replacement Annex II as of the Effective Date. (d) The Managing Lead Administrative Agent hereby waives: (1i) receipt of any Additional Lender Agreement or Assignment Agreement that would otherwise be required to be executed and delivered by such the Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iii) of the Credit Agreement, and (2ii) the registration fee of $3,500.00 required to be delivered by each Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iv) of the Credit Agreement.

Addition of New Lenders. To reflect the fact that certain financial institutions which are not currently Short Term Lenders may desire to become Short Term Lenders under the Credit AgreementAgreement effective as of the Effective Date, any such financial institution signing below as an "Applicant Financial Institution" (and defined herein as such) shall become a "Short Term Lender" under the Credit Agreement as of the Effective Date, and shall be deemed approved by each of the Company and the Managing Lead Administrative Agent pursuant to Paragraph 14(a) of the Credit Agreement, on the following terms and conditions: (a) Each such Applicant Financial Institution hereby acknowledges and agrees that from and after the Effective Date it will be a "Short Term Lender" under the Credit Agreement and the other Credit Documents with all the rights and benefits and with all the obligations of the Short Term Lenders a Lender thereunder. (b) On and after the Effective Date, the Maximum Short Term Facility Commitment and Short Term Swing Line Commitment of each such Applicant Financial Institution shall be consistent with the Commitment Schedule attached hereto as Annex 1 (the "Replacement Commitment Schedule") and, if necessary, each such Applicant Financial Institution hereby agrees to purchase on the Effective Date and to accept the assignment and transfer of a portion of the Maximum Short Term Facility Commitments and, as applicable, the Short Term Swingline Swing Line Commitments held by the Existing Short Term Lenders consistent with the Replacement Commitment Schedule. (c) The Managing Lead Administrative Agent hereby waives: (1) receipt of any Additional Lender Agreement or Assignment Agreement that would otherwise be required to be executed and delivered by such Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iii) of the Credit Agreement, and (2) the registration fee of $3,500.00 that would otherwise be required to be delivered by each Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iv) of the Credit Agreement.

Addition of New Lenders. To reflect The parties hereto agree that the fact that certain financial institutions which are not currently Short Term Lenders may desire to become Short Term Lenders under the Credit Agreement, any such financial institution signing below as an "Applicant Financial Institution" (and defined herein as such) shall become a "Short Term Lender" under provisions of Section 10.07 of the Credit Agreement as shall not be applicable to the addition of the Effective Date, New Lenders pursuant to this Second Amendment. Each New Lender represents and shall be deemed approved by each of warrants to the Company and the Managing Administrative Agent pursuant to Paragraph 14(a) of the Credit Agreement, on the following terms and conditionsas follows: (a) Each such Applicant Financial Institution hereby acknowledges and agrees that from and after the Effective Date it will be New Lender has received a "Short Term Lender" under copy of the Credit Agreement and the other Credit Documents all amendments thereto, together with all the rights and benefits and with all the obligations copies of the Short Term Lenders thereunder.most recent financial statements of the Borrower delivered pursuant thereto, and it is an Eligible Assignee; (b) On it has the full power and after authority and the Effective Datelegal right to make, deliver and perform, and has taken all necessary action, to authorize the Maximum Short Term Facility Commitment execution, delivery and Short Term Swing Line Commitment performance of each such Applicant Financial Institution shall be consistent with the Commitment Schedule attached hereto as Annex 1 (the "Replacement Commitment Schedule") andthis Second Amendment, if necessary, each such Applicant Financial Institution hereby agrees to purchase on the Effective Date and any and all other documents delivered by it in connection herewith and to accept fulfill its obligations under, and to consummate the assignment transactions contemplated by, this Second Amendment and transfer the other Loan Documents, and no consent or authorization of, filing with, or other act by or in respect of a portion of the Maximum Short Term Facility Commitments andany Governmental Authority, as applicable, the Short Term Swingline Commitments held by the Existing Short Term Lenders consistent with the Replacement Commitment Schedule.is required in connection herewith or therewith; (c) The Managing Administrative Agent hereby waives: (1) receipt of any Additional Lender Agreement or Assignment Agreement that would otherwise under applicable Laws no tax will be required to be executed withheld by the Administrative Agent or the Borrower with respect to any payments to be made to such New Lender under any Loan Document, and delivered by such Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iii) no tax forms described in Section 10.15 of the Credit Agreement, and (2) the registration fee of $3,500.00 Agreement are required to be delivered by each Applicant Financial Institution pursuant such New Lender; and (d) such New Lender has received and reviewed such other documents and information as it has deemed appropriate to Paragraph 14(a)(2)(iv) of make its own credit analysis and decision to enter into this Second Amendment and become a party to the Credit Agreement. Such New Lender has independently and without reliance upon the Administrative Agent or any other Person, and based on such information as such New Lender has deemed appropriate, made its own credit analysis and decision to enter into this Second Amendment and become a party to the Credit Agreement. Such New Lender will, independently and without reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement.

Addition of New Lenders. To reflect By its execution hereof, each of the fact that certain financial institutions which are not currently Short Term Lenders may desire following is becoming a party to become Short Term Lenders under the Credit Agreement, any such financial institution signing below as an "Applicant Financial Institution" (and defined herein as such) shall become a "Short Term Lender" under the Credit Agreement as a Lender as of the Amendment Effective Date: Citibank, N.A. and PNC Bank, National Association (each a “New Lender”). Each New Lender shall evidence its entry into the Credit Agreement by its execution and delivery of signature pages to this Amendment. This Amendment shall not be deemed approved by each given effect prior to receipt of the Company and the Managing Administrative Agent pursuant to Paragraph 14(a) of the Credit Agreement, on the following terms and conditions: (a) New Lenders’ executed pages hereto. Each such Applicant Financial Institution hereby acknowledges and New Lender agrees that from and after the Effective Date it will be constitutes a "Short Term Lender" Lender under the Credit Agreement and the other Credit Loan Documents with all and shall be bound by the rights and benefits and with all the obligations provisions of the Short Term Lenders thereunder. (b) On and after the Effective Datethis Amendment, the Maximum Short Term Facility Credit Agreement and the other Loan Documents. Each New Lender’s Revolving Credit Commitment appears in Schedule 1 to the Credit Agreement. Each New Lender acknowledges and Short Term Swing Line Commitment of each such Applicant Financial Institution shall be consistent with the Commitment Schedule attached hereto as Annex 1 (the "Replacement Commitment Schedule") and, if necessary, each such Applicant Financial Institution hereby agrees to purchase on the Effective Date and to accept the assignment and transfer of that it has received a portion of the Maximum Short Term Facility Commitments and, as applicable, the Short Term Swingline Commitments held by the Existing Short Term Lenders consistent with the Replacement Commitment Schedule. (c) The Managing Administrative Agent hereby waives: (1) receipt of any Additional Lender Agreement or Assignment Agreement that would otherwise be required to be executed and delivered by such Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iii) copy of the Credit Agreement, together with copies of financial statements and (2) such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender, which analysis and decision has been made independently of and without reliance upon the registration fee Administrative Agent or any other Lender. Each New Lender confirms it will, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the Loan Documents, and it will perform in accordance with their terms all of $3,500.00 the obligations which by the terms of the Loan Documents are required to be delivered performed by it as a Lender. The Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Applicant Financial Institution pursuant Lender’s credit exposure under the Credit Agreement (prior to Paragraph 14(a)(2)(ivgiving effect to the Amendment) as are necessary in order that each such Lender’s credit exposure and outstanding Loans reflects such Lender’s ratable share of the outstanding aggregate credit exposure on the Amendment Effective Date. Notwithstanding anything to the contrary in Section 3.3 of the Credit Agreement or otherwise in the Credit Agreement, each Lender, including any Departing Lender, agrees to waive, and will not request, reimbursement or indemnification to which it may otherwise be entitled, for any losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency and such reallocation described above or in the case of any Departing Lender, payment as provided under Section 4.1 above. The Borrower agrees with and consents to the foregoing.

Addition of New Lenders. To reflect (a) On the fact that certain financial institutions which are not currently Short Term Lenders may desire to become Short Term Lenders under the Credit AgreementAmendment Effective Date, any such financial institution signing below (i) Fifth Third Bank is hereby added as an "Applicant Financial Institution" (and defined herein as such) shall become a "Short Term “Lender" ” for all purposes under the Credit Agreement (as amended by this Amendment) with a Maximum Credit Amount as specified in the attached Annex I and (ii) the Maximum Credit Amount of each Lender (including the new Lender specified in the preceding clause (i)) shall, without any further action (including, without the execution of any joinder agreement or any Assignment and Assumption or the payment of any processing and recordation fee to the Administrative Agent), be the Maximum Credit Amount specified for such Lender on the attached Annex I. (b) In connection therewith, to the extent that the Maximum Credit Amounts in effect immediately prior to the Amendment Effective Date are reallocated (the “Reallocation”), then, on the Amendment Effective Date, the Lenders shall purchase and shall be deemed approved by assume (without recourse or warranty) from the Lenders (i) Loans, to the extent that there are any Loans then outstanding, and (ii) undivided participation interests in any outstanding LC Exposure, in each case, to the extent necessary to ensure that after giving effect to the Reallocation, each Lender has outstanding Loans and participation interests in outstanding LC Exposure equal to its Applicable Percentage of the Company Aggregate Maximum Credit Amounts. Each Lender shall make any payment required to be made by it pursuant to the preceding sentence via wire transfer to the Administrative Agent on the Amendment Effective Date and the Managing Administrative Agent shall remit the relevant amounts to those Lenders entitled to a portion of the amounts received by the Administrative Agent pursuant to Paragraph 14(athis Section 3.02. Each existing Lender shall be automatically deemed to have assigned any outstanding Loans and participation interests in outstanding LC Exposure on the Amendment Effective Date necessary to give effect to this paragraph (b) and the existing Lenders, each new Lender and the Borrower each agree to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the preceding sentences. If, on the Amendment Effective Date, any Loans that are Eurodollar Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 5.02 of the Credit Agreement, on the following terms and conditions: (a) Each such Applicant Financial Institution hereby acknowledges and agrees that from and after the Effective Date it will be a "Short Term Lender" under the Credit Agreement and the other Credit Documents with all the rights and benefits and with all the obligations of the Short Term Lenders thereunder. (b) On and after the Effective Dateas amended by this Amendment, the Maximum Short Term Facility Commitment and Short Term Swing Line Commitment of each such Applicant Financial Institution shall be consistent in connection with the Commitment Schedule attached hereto as Annex 1 (reallocation of such outstanding Loans to effectuate the "Replacement Commitment Schedule") and, if necessary, each such Applicant Financial Institution hereby agrees to purchase on the Effective Date and to accept the assignment and transfer provisions of a portion of the Maximum Short Term Facility Commitments and, as applicable, the Short Term Swingline Commitments held by the Existing Short Term Lenders consistent with the Replacement Commitment Schedulethis paragraph. (c) The Managing Administrative Agent hereby waives: (1) receipt of any Additional Lender Agreement or Assignment Agreement that would otherwise be required to be executed and delivered by such Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iii) of the Credit Agreement, and (2) the registration fee of $3,500.00 required to be delivered by each Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iv) of the Credit Agreement.

Addition of New Lenders. To reflect The parties hereto agree that the fact that certain financial institutions which are provisions of Section 10.06 of the Credit Agreement shall not currently Short Term be applicable to the addition of the New Lenders may desire pursuant to this First Amendment. (a) Each New Lender represents, warrants and acknowledges to the Administrative Agent as follows: (i) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment and to consummate the transactions contemplated hereby and to become Short Term Lenders a Lender under the Credit Agreement; (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement; (iii) from and after the First Amendment Effective Date, any such financial institution signing below as an "Applicant Financial Institution" (and defined herein as such) it shall become a "Short Term Lender" under be bound by the provisions of the Credit Agreement as of the Effective Date, a Lender thereunder and shall be deemed approved by each have the obligations of the Company and the Managing Administrative Agent pursuant to Paragraph 14(aa Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment and to extend credit to the Borrower and the other Loan Parties under the Credit Agreement on the following basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and conditionsexecuted by such New Lender; and (b) Each New Lender agrees that: (ai) Each it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such Applicant Financial Institution hereby acknowledges documents and agrees that from and after information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (iii) on the First Amendment Effective Date and subject to the satisfaction of the conditions to effectiveness set forth in this Section 3 of this Agreement, it will shall be deemed automatically to have become a "Short Term Lender" party to the Credit Agreement and have all rights and obligations of a Lender under the Credit Agreement and the other Credit Loan Documents with all the rights and benefits and with all the obligations of the Short Term Lenders thereunder. (b) On and after the Effective Date, the Maximum Short Term Facility Commitment and Short Term Swing Line Commitment of each such Applicant Financial Institution shall be consistent with the Commitment Schedule attached hereto as Annex 1 (the "Replacement Commitment Schedule") and, if necessary, each such Applicant Financial Institution hereby agrees to purchase on the Effective Date and to accept the assignment and transfer of a portion of the Maximum Short Term Facility Commitments and, as applicable, the Short Term Swingline Commitments held by the Existing Short Term Lenders consistent with the Replacement Commitment Scheduleit were an original Lender signatory thereto. (c) The Managing Administrative Agent hereby waives: (1) receipt On the First Amendment Effective Date and subject to the satisfaction of any Additional the conditions to effectiveness set forth in Section 3 of this Agreement, each New Lender Agreement or Assignment Agreement that would otherwise be required agrees to be executed bound by the terms and delivered by such Applicant Financial Institution pursuant conditions set forth in the Credit Agreement and the other Loan Documents applicable to Paragraph 14(a)(2)(iii) the Lenders as if it were an original Lender signatory thereto (and expressly makes the appointment set forth in, and agrees to the obligations imposed under, Article IX of the Credit Agreement, and (2) the registration fee of $3,500.00 required to be delivered by each Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iv) of the Credit Agreement).

Addition of New Lenders. To reflect Each Lender party to this Amendment that was not previously a party to the fact that certain financial institutions which are not currently Short Term Lenders may desire to become Short Term Lenders under the Credit Agreement, any such financial institution signing below as an "Applicant Financial Institution" (and defined herein as such) shall become a "Short Term Lender" under the Credit Reimbursement Agreement as of the Effective Date, and shall be deemed approved by each of the Company and the Managing Administrative Agent pursuant to Paragraph 14(a) of the Credit Agreement, on the following terms and conditions: (a) Each such Applicant Financial Institution hereby acknowledges represents and agrees warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to become a Lender under the Reimbursement Agreement, (ii) from and after the Effective Date date hereof, it will shall be bound by the provisions of the Reimbursement Agreement as a "Short Term Lender" under Lender thereunder and, to the Credit Agreement and the other Credit Documents with all the rights and benefits and with all extent of its L/C Commitment shown on Schedule 1 hereto, shall have the obligations of a Lender thereunder, (iii) it has received a copy of the Short Term Lenders thereunder. (b) On Reimbursement Agreement, together with copies of the most recent financial statements delivered pursuant thereto, and after the Effective Date, the Maximum Short Term Facility Commitment such other documents and Short Term Swing Line Commitment of each information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and it has made such Applicant Financial Institution shall be consistent with the Commitment Schedule attached hereto as Annex 1 (the "Replacement Commitment Schedule") and, if necessary, each such Applicant Financial Institution hereby agrees to purchase analysis and decision independently and without reliance on the Effective Date and to accept the assignment and transfer of a portion of the Maximum Short Term Facility Commitments and, as applicable, the Short Term Swingline Commitments held by the Existing Short Term Lenders consistent with the Replacement Commitment Schedule. (c) The Managing Administrative Agent hereby waives: (1) receipt of or any Additional Lender Agreement or Assignment Agreement that would otherwise be required to be executed and delivered by such Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iii) of the Credit Agreementother Lender, and (2iv) if it is a Foreign Lender, it has separately delivered to the registration fee of $3,500.00 Administrative Agent and the Credit Parties any documentation required to be delivered by each Applicant Financial Institution it pursuant to Paragraph 14(a)(2)(ivthe terms of the Reimbursement Agreement, duly completed and executed by such new Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Credit AgreementDocuments are required to be performed by it as a Lender. Upon the effectiveness of this Amendment the aggregate Letter of Credit Participating Interests shall be reallocated among all of the Lenders Pro Rata based upon the L/C Commitments shown on Schedule 1, it being intended that the new Lender's L/C Commitments and Letter of Credit Participating Interests shall be pari passu with those of the other Lenders.