Common use of Additional Commitment Lenders Clause in Contracts

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Existing Expiration Date for any in accordance with the procedures provided in Section 5.13 [Replacement of a Lender] as if such Non-Extending Lender was an Non-Consenting Lender thereunder, to replace such each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions assignees (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption Agreement (in accordance with and subject to the restrictions contained in Section 9.0411.8.2 [Assignments by Lenders], with the Company Borrower or replacement such Additional Commitment Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Existing Expiration Date for such Non-Extending Lender, assume a Commitment and/or Loans (and, if any such Additional Commitment Lender is already a Lender, its Commitment and/or Loans shall be in addition to such LenderXxxxxx’s Commitment and Loans hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more On the Extension Effective Date, each Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to provisions of this Agreement as are reasonably necessary to provide for any such extensions with a Lender hereunder and shall have the consent obligations of the Company but without the consent of any other Lendersa Lender hereunder.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersLender” under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheldand if a Revolving Commitment is being assigned, conditioned or delayed) each Issuing Bank and the Swingline Lender), in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, (i) with respect to the Revolving Facility, assume a Revolving Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Commitment shall be in addition to such Lender’s Revolving Commitment hereunder on such date)) and (ii) with respect to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, purchase the outstanding principal amount of its Term Loans and all interest, fees and other amounts then accrued but unpaid to such Non-Extending Lender under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be. Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions one or more Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersRevolving Lender” under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Revolving Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Revolving Commitment (and, if any such Additional Commitment Lender is already a Revolving Lender, its Commitment shall be in addition to such Revolving Lender’s Revolving Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Revolving Lender’s new Applicable Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company U.S. Borrower shall have the right, but shall not be obligated, on or before right at any time prior to the existing Revolving Credit Termination Date applicable Maturity Date for any to a Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures as provided in Section 2.19(b), 1.14; provided that each of which such Additional Commitment Lenders shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Acceptance pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume Lender shall undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date)) and shall agree, with respect to such undertaken Revolving Credit Commitment, to such extension. Prior At the existing Revolving Credit Termination Date in effect prior to any such extension, (1) the commitments of Non-Extending Lender being Lenders that are not otherwise replaced by one or more with an Additional Commitment Lender will be terminated and the Loans of and other amounts due and payable to such Lenders pursuant hereto, such will be repaid (it being understood that the commitments of the Non-Extending Lender may elect, Lenders not consenting to such extension will remain in its sole discretion, by giving irrevocable notice thereof effect until the Revolving Credit Termination Date originally applicable to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity DateLenders), to become an Extending Lender, provided and (2) the U.S. Borrower shall make such additional prepayments as shall be necessary in order that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect Loans and L/C Obligations hereunder immediately after such amendments to this Agreement as are reasonably necessary to provide for any such extensions with existing Revolving Credit Termination Date will not exceed the consent of the Company but without the consent of any other LendersRevolving Credit Commitments.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Credit Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by reasonably acceptable to the Administrative Agent, each Issuing Banks, Bank and the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) Swing Line Lender in accordance with the procedures provided in Section 2.19(b)11.20, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.0411.3, with the Company Borrower or replacement the Additional Commitment Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a the Commitment of the Non-Extending Lender (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such LenderXxxxxx’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such LenderXxxxxx’s new Maturity DateDate as requested by the Borrower), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Credit Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersLender” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Disqualified Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with and subject to the procedures of Section 2.19, including approval by the Administrative Agent, and provided in Section 2.19(b)that such Additional Commitment Lender has consented to the extension of the Applicable Maturity Date, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption Acceptance (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee9.6) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shallwhich, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, such Non-Extending Lender shall assign its Loans to such Additional Commitment Lender and such Additional Commitment Lender shall assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment so assumed shall be in addition to such Lender’s Commitment hereunder on such dateexisting Commitment). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Extended Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Opco Borrower shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersRevolving Lender” (in the case of any extension of the Revolving Credit Maturity Date) or as a “Term Lender” (in the case of any extension of the Term Loan Maturity Date) under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (in each case, such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Opco Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Revolving Commitment and/or Term Loans, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Revolving Commitment and/or its outstanding Term Loans, as applicable, so assumed shall be in addition to such Lender’s Revolving Commitment and/or its outstanding Term Loans, as applicable, hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Opco Borrower (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, ; provided that the Company Opco Borrower consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Opco Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, right on or before the applicable Maturity anniversary of the Closing Date for any to replace each Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, with one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayedi) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into that is an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement existing Revolving Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Revolving Lender, its the Revolving Commitment it assumes from such Non-Extending Lender shall be in addition to such Revolving Lender’s Revolving Commitment hereunder on such date). Prior , provided that each Revolving Lender shall have no obligation to any Non-Extending Lender being replaced by one increase its Commitment or more become an Additional Commitment Lenders pursuant heretoLender) or (ii) that is not an existing Revolving Lender; provided that any such institution (A) must conform with the requirements contained in Section 9.6(c), such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof (B) must be acceptable to the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and (C) must become a Revolving Lender under this Credit Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Credit Agreement in a manner acceptable to the Borrower and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other LendersAgent.

Additional Commitment Lenders. The Company Revolving Borrower shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersLender” under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, each an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b2.18(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersLender” under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheldand if a 2023 Revolving Commitment is being assigned, conditioned or delayed) each Issuing Bank and the Swingline Lender), in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the 104 Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, (i) with respect to the 2023 Revolving Facility, assume a 2023 Revolving Commitment (and, if any such Additional Commitment Lender is already a Lender, its 2023 Revolving Commitment shall be in addition to such Lender’s 2023 Revolving Commitment hereunder on such date)) and (ii) with respect to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, purchase the outstanding principal amount of its Term Loans and all interest, fees and other amounts then accrued but unpaid to such Non-Extending Lender under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be. Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Existing Expiration Date for any in accordance with the procedures provided in Section 5.6.2 [Replacement of a Lender] as if such Non-Extending Lender was an Non-Consenting Lender thereunder, to replace such each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions assignees (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption Agreement (in accordance with and subject to the restrictions contained in Section 9.0411.8.2 [Assignments by Lenders], with the Company Borrower or replacement such Additional Commitment Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Existing Expiration Date for such Non-Extending Lender, assume a Commitment and/or Loans (and, if any such Additional Commitment Lender is already a Lender, its Commitment and/or Loans shall be in addition to such Lender’s Commitment and Loans hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more On the Extension Effective Date, each Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to provisions of this Agreement as are reasonably necessary to provide for any such extensions with a Lender hereunder and shall have the consent obligations of the Company but without the consent of any other Lendersa Lender hereunder.

Additional Commitment Lenders. The Company Lead Borrower shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersRevolving Lender” (in the case of any extension of the Revolving Credit Maturity Date) or as a “Xxxx X- 0 Lender” (in the case of any extension of the Term A-1 Loan Maturity Date) under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Lead Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Revolving Commitment and/or Term A-1 Loans, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Revolving Commitment and/or its outstanding Term A-1 Loans, as applicable, so assumed shall be in addition to such Lender’s Revolving Commitment and/or its outstanding Term A-1 Loans, as applicable, hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Lead Borrower (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Lead Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b)2.24, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption Agreement (in accordance with and subject to the restrictions contained in Section 9.048.06, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned withheld or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, right on or before the applicable Maturity anniversary of the Closing Date for any Non-Extending Lender to replace such each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more commercial banks or financial institutions that are not Ineligible Institutions reasonably acceptable to the Administrative Agent, the Swing Line Bank and each Issuing Bank (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures as provided in Section 2.19(b), 11.11 each of which Additional Commitment Lenders shall have entered into an a Lender Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Agreement pursuant to which such Additional Commitment Lenders Lender shall, effective on or before the applicable Maturity Date for as of such Non-Extending Lenderanniversary, assume undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment Commitment(s) hereunder on such date). Prior to any ; provided that no Non-Extending Lender being replaced shall be obligated to make any such assignment as a result of a demand by one or more Additional Commitment Lenders the Borrower pursuant hereto, to this Section unless and until such Non-Extending Lender may elect, shall have received one or more payments from either the Borrower or one or more assignees in its sole discretion, by giving irrevocable notice thereof an aggregate amount at least equal to the Administrative Agent and aggregate outstanding principal amount of the Company (which notice shall set forth Advances owing to such Lender’s new Maturity Date), to become an Non-Extending Lender, provided that together with accrued interest thereon to the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect date of payment of such amendments principal amount and all other amounts payable to such Non-Extending Lender under this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other LendersAgreement.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, right on or before the applicable Existing Expiration Date or Existing Term Loan Maturity Date for any Non-Extending Lender to replace such each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “Additional Commitment Lender”) approved by with the Issuing Banksapproval of the Administrative Agent (and, with respect to prospective Additional Commitment Lenders under the Revolving Credit Facility, the Swingline Lenders Loan Lender and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(bIssuing Lender), each of which approvals shall not be unreasonably withheld. Each Additional Commitment Lenders Lender shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 9.04, with Borrower and the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the applicable Maturity Date for such Non-Extending LenderExtension Effective Date, assume undertake either (i) a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a LenderLender under the Revolving Credit Facility, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any ) or (ii) Term Loans under the Term Loan Facility, in each case in replacement of the applicable Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant heretoLender, and shall have purchased such Non-Extending Lenders outstanding Loans at par, and each Additional Commitment Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such thereupon become a “Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to ” for all purposes of this Agreement as are reasonably necessary to provide for any such extensions with under the consent of the Company but without the consent of any other Lendersapplicable facility.

Additional Commitment Lenders. The Company Borrowers shall have the right, but shall not be obligated, on or before the applicable Maturity Date then in effect for any Non-Extending Lender Lender, to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions Lenders or other Eligible Assignees that are not Ineligible Institutions have agreed to replace such Non-Extending Lender and to be Extending Lenders (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for of such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrowers (which notice shall set forth such Lender’s new Maturity Date, which shall be the last occurring Maturity Date then in effect for any Lender), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, right on or before the applicable Existing Expiration Date or Existing Term Loan Maturity Date for any Non-Extending Lender to replace such each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “Additional Commitment Lender”) approved by with the Issuing Banksapproval of the Administrative Agent (and, with respect to prospective Additional Commitment Lenders under the Revolving Credit Facility, the Swingline Lenders Loan Lender and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(beach Issuing Lender), each of which approvals shall not be unreasonably withheld. Each Additional Commitment Lenders Lender shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 9.04, with Borrower and the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the applicable Maturity Date for such Non-Extending LenderExtension Effective Date, assume undertake either (i) a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a LenderLender under the Revolving Credit Facility, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any ) or (ii) Term Loans under the Term Loan Facility, in each case in replacement of the applicable Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant heretoLender, and shall have purchased such Non-Extending Lenders outstanding Loans at par, and each Additional Commitment Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such thereupon become a “Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to ” for all purposes of this Agreement as are reasonably necessary to provide for any such extensions with under the consent of the Company but without the consent of any other Lendersapplicable facility.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersRevolving Lender” or as a “Term Lender”, as the case may be, under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Issuing BanksAdministrative Agent and, in the case of an Additional Commitment Lender assuming a new or additional Revolving Commitment, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) L/C Issuer in accordance with the procedures provided in Section 2.19(b2.18(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.048.9, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Revolving Commitment and/or Term Loans, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable class, its Revolving Commitment and/or its outstanding Term Loans, as applicable, so assumed shall be in addition to such LenderXxxxxx’s Revolving Commitment and its outstanding Term Loans, as applicable, hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Harley shall have the right, but shall not be obligated, on or before the applicable Maturity Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (which, for the avoidance of doubt, may be existing Lenders) (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Global Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b)3.8, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.0413.3, with Harley or the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Termination Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Global Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Harley but without the consent of any other Lenders.

Additional Commitment Lenders. The Company applicable Borrower(s) shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersRevolving Lender” (in the case of an extension of the Revolving Maturity Date) or as a “Term Loan Lender” (in the case of any extension of the Term Loan Maturity Date) under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Issuing BanksAdministrative Agent and, in the case of an Additional Commitment Lender assuming a new or additional Revolving Commitment, the Issuing Bank and the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) Lender in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.0410.04, with the Company applicable Borrower(s) or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Revolving Commitment and/or Term Loans, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Revolving Commitment and/or its outstanding Term Loans, as applicable, so assumed shall be in addition to such Lender’s Revolving Commitment and its outstanding Term Loans, as applicable, hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company applicable Borrower(s) but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Commitment Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions each qualify as an Eligible Assignee (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b3.08(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption Acceptance (in accordance with and subject to the restrictions contained in Section 9.0410.04, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Commitment Termination Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligatedobligated at any time, on or before the applicable Maturity Date for any Non-Extending Lender Lender, to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Issuing BanksAdministrative Agent, each L/C Issuer and the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b)Swing Line Lender, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.0411.06, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company (but without the consent of any other Lenders).

Additional Commitment Lenders. The Company shall have the right, but shall not be obligatedobligated at any time, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Existing Expiration Date for any in accordance with the procedures provided in Section 5.13 [Replacement of a Lender] as if such Non-Extending Lender was an Non-Consenting Lender thereunder, to replace such each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions assignees (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption Agreement (in accordance with and subject to the restrictions contained in Section 9.0411.8.2 [Assignments by Lenders], with the Company Borrower or replacement such Additional Commitment Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Existing Expiration Date for such Non-Extending Lender, assume a Commitment and/or Loans (and, if any such Additional Commitment Lender is already a Lender, its Commitment and/or Loans shall be in addition to such Lender’s Commitment and Loans hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more On the Extension Effective Date, each Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to provisions of this Agreement as are reasonably necessary to provide for any such extensions with a Lender hereunder and shall have the consent obligations of the Company but without the consent of any other Lendersa Lender hereunder.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b)2.24, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption Agreement (in accordance with and subject to the restrictions contained in Section 9.048.06, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, right on or before the applicable Maturity Existing Expiration Date for any Non-of the Proposed Extended Facility to replace each Non- Extending Lender with respect to replace such Non-Extending Lender Proposed Extended Facility with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees, which may be a then existing Lender under the Proposed Extended Facility (each, an “Additional Commitment Lender”; an Additional Commitment Lender under the 5-Year Revolver being referred to herein as an “Additional 5-Year Revolver Commitment Lender”; and an Additional Commitment Lender under the 364-Day Revolver being referred to herein as an “Additional 364-Day Revolver Commitment Lender”) approved by with the approval of the Administrative Agent, Swing Loan Lender (if the Proposed Extended Facility is the 5-Year Revolver) and the Issuing Banks, Lender (if the Swingline Lenders and Administrative Agent Proposed Extended Facility is the 5-Year Revolver) (such approval which approvals shall not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 9.04, with Borrower and the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the applicable Maturity Existing Expiration Date for such Non-Extending Lenderof the Proposed Extended Facility, assume undertake a Revolving Credit Commitment with respect to the Proposed Extended Facility (and, if any such Additional Commitment Lender is already a LenderLender under the Proposed Extended Facility, its Revolving Credit Commitment with respect to the Proposed Extended Facility shall be in addition to such LenderXxxxxx’s then existing Revolving Credit Commitment hereunder under the Proposed Extended Facility on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval in each case, not to be unreasonably withheld, conditioned delayed or delayedconditioned) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, right on or before the applicable Existing Maturity Date for any Non-Extending Lender to replace such each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Persons (which any such Person (x) may be another Lender, if such Lender so agrees, and (y) shall be a Person to whom an assignment would be permitted under Section 10.04) (each, an “Additional Commitment 45 Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures as provided in Section 2.19(b2.18(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders Lender shall, effective on as of the Existing Maturity Date, undertake all or before any portion of the applicable Maturity Date for Commitment of such Non-Extending Lender, assume a Commitment Lender (and, if any such Additional Commitment Lender is already a Lender, its such Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior ; provided that in the event the Administrative Agent’s or Issuing Bank’s consent would otherwise be required for an assignment to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders such Person pursuant heretoto Section 10.04, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Company (on behalf of itself and the Borrowing Subsidiaries) shall have received the prior written consent of the Administrative Agent and the Company (Issuing Bank, as applicable, which notice consent shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lendersnot unreasonably be withheld.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersRevolving Lender” (in the case of any extension of the Revolving Credit Maturity Date), as a “Term A Lender” (in the case of any extension of the Term A Loan 104 Maturity Date) or as a “Term B Lender” (in the case of any extension of the Term B Loan Maturity Date) under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (in each case, such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Commitment Revolving Commitment, Term A Loans and/or Term B Loans, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Revolving Commitment and/or its outstanding Term A Loans and/or Term B Loans, as applicable, so assumed shall be in addition to such Lender’s Revolving Commitment and/or its outstanding Term A Loans and/or Term B Loans, as applicable, hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, ; provided that the Company Borrower consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Non- Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) and each Issuing Bank in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Borrower or replacement the Additional Commitment Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a the Commitment of the Non-Extending Lender (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such effective date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Maturity DateDate as requested by the Borrower), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders. If (and only if) the total of the Commitments of the Lenders that have agreed to extend their Existing Maturity Date is more than 50% of the aggregate amount of the Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Existing Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender that is not already a Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersRevolving Lender” (in the case of any extension of the Revolving Credit Maturity Date), as a “Term A Lender” (in the case of any extension of the Term A Loan Maturity Date) or as a “Term B Lender” (in the case of any extension of the Term B Loan Maturity Date) under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (in each case, such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Commitment Revolving Commitment, Term A Loans and/or Term BA Loans, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Revolving Commitment and/or its outstanding Term A Loans and/or Term B Loans, as applicable, so assumed shall be in addition to such Lender’s Revolving Commitment and/or its outstanding Term A Loans and/or Term B Loans, as applicable, hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, ; provided that the Company Borrower consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned withheld or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any right to replace each Non-Extending Lender to replace such Non-Extending Lender at any time with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions Persons that are not Ineligible Institutions Eligible Assignees and/or one or more existing Lenders (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures ); provided in Section 2.19(b), that each of which such Additional Commitment Lenders shall have entered enter into an Assignment and Assumption (or a joinder or other agreement, in accordance with form and subject substance reasonably satisfactory to the restrictions contained in Section 9.04Administrative Agent, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lenderas applicable, pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the applicable Maturity Date for such Non-Extending LenderExtension Date, assume undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior Notwithstanding anything herein to any Non-Extending the contrary, each Lender being replaced by one or more (including each Eligible Assignee that shall become an Additional Commitment Lenders pursuant hereto, Lender) undertaking such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof a Commitment shall be subject to the consent of the Administrative Agent and each Issuing Bank to the Company extent consent would be required under the terms of Section 10.04(b) in connection with an assignment to such Lender or Eligible Assignee (which notice consents shall set forth such Lender’s new Maturity Datenot be unreasonably withheld), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersLender” under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheldand if a Commitment is being assigned, conditioned or delayed) each Issuing Bank and the Swingline Lender), in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Non- Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before right to replace the applicable Maturity Date for any Commitments of each Non-Extending Lender, at any time after such Lender to replace such becomes a Non-Extending Lender withLender, and add as “Lenders” under this Agreement in place thereof, with Commitments from one or more financial institutions that are not Ineligible Institutions Eligible Assignees, which may include one or more Extending Lenders (each, an “Additional Commitment Lender”) approved by ), and, if applicable, add any such Eligible Assignee as a “Lender” under this Agreement (subject to the Issuing Banksapproval of the Administrative Agent, the Swingline Lenders L/C Issuers and Administrative Agent (such the Swing Line Lender, which approval shall not to be unreasonably withheld, conditioned withheld or delayed) in accordance with the procedures as provided in Section 2.19(b), 10.13; provided that each of which such Additional Commitment Lenders shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders Lender shall, effective on no later than the Existing Maturity Date, undertake a Commitment in an amount equal to all or before the applicable Maturity Date for a portion of such Non-Extending Lender, assume a ’s Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such LenderXxxxxx’s Commitment hereunder on such date). Prior Any increase in the Commitment of any existing Lender in connection with an extension of the Maturity Date pursuant to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof this Section 2.14 shall be subject to the Administrative Agent prior written approval of each L/C Issuer and the Company (which notice shall set forth such Swing Line Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Facility Termination Date for any Non-Extending Lender to to, in accordance with the procedures provided in Section 8.06(b), replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing BanksLC Issuers, the Swingline Swing Line Lenders and Administrative the Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption Agreement (in accordance with and subject to the restrictions contained in Section 9.049.06, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Facility Termination Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” of the applicable Class under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Revolving Commitment or the Applicable Percentage of Term Loans, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its such Revolving Commitment or Applicable Percentage of the Term Loans, as the case may be, shall be in addition to such Lender’s Revolving Commitment or Applicable Percentage of the Term Loans hereunder on such date, as the case may be). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Revolving Lenders” (in the case of any extension of the Revolving Credit Maturity Date) or add as “Term Lenders” (in the case of any extension of the Term Loan Maturity Date) under this Agreement in place thereof, one or more financial institutions that are not (other than any Ineligible Institutions Institution) (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending LenderLender (and each Non-Extending Lender agrees to so execute such Assignment and Assumption), pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Revolving Commitment or Term Loan Commitment, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Commitment of such Class shall be in addition to such Lender’s Commitment of such Class hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders; provided that any amendments to the scheduled amortization of the Term Loans held by Extending Lenders and any Additional Commitment Lenders shall be subject to the consent of the applicable Extending Lenders and Additional Commitment Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, right on or before the applicable Maturity anniversary of the ClosingEffective Date for any to replace each Non-Extending Lender to replace such Non-Extending ExtendingDeclining Lender with, and add as “Lenders” under this Agreement in place thereof, one or more commercial banks or financial institutions that are not Ineligible Institutions reasonably acceptable to the Administrative Agent, the Swing Line Bank and each Issuing Bank (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures as provided in Section 2.19(b), 11.11 each of which Additional Commitment Lenders shall have entered into an a Lender Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Agreement pursuant to which such Additional Commitment Lenders Lender shall, effective on as of 51 such anniversary, undertake aan Extended Commitment or before the applicable Maturity Date for such a Non-Extending LenderExtended Commitment, assume a Commitment as applicable (and, if any such Additional Commitment Lender is already a Lender, its applicable Commitment shall be in addition to such Lender’s Commitment applicable Commitment(s) hereunder on such date). Prior to any ; provided that no Non-Extending ExtendingDeclining Lender being replaced shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section unless and until such Non-ExtendingDeclining Lender shall have received one or more Additional Commitment Lenders pursuant hereto, payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Non-Extending Lender may electExtendingDeclining Lender, in its sole discretion, by giving irrevocable notice thereof together with accrued interest thereon to the Administrative Agent date of payment of such principal amount and the Company (which notice shall set forth all other amounts payable to such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to Non-ExtendingDeclining Lender under this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other LendersAgreement.

Additional Commitment Lenders. The Company If (and only if) the total of the Commitments of the Lenders that have agreed so to extend their Maturity Date shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the date of the Extension Request, the Borrower shall have the right, but shall not be obligatedat its own expense, on or before the applicable Maturity Date for to require any Non-Extending Lender to replace such Non-Extending Lender with, transfer and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, with rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which may include any Lender (each an “Additional Lender”); provided that (w) such Additional Commitment Lender shall be subject to the approval of each Issuing Bank and, if such Additional Lender is not already a Lender hereunder, the Administrative Agent (such approval not to be unreasonably withheld); (x) such assignment shall become effective as of the date of the extension of the Maturity Date of the Extending Lenders shall, effective as provided in Section 2.25(e) or any time thereafter on or before prior to the effective Maturity Date of the applicable Maturity Date for such Non-Extending Lender, assume a Commitment ; (and, if any such y) the Additional Commitment Lender is already a Lender, its Commitment shall be in addition pay to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may electin immediately available funds on the effective date of such assignment the principal of, in its sole discretion, by giving irrevocable notice thereof and interest accrued to the Administrative Agent date of payment on, the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) if the Company (assigning Lender is an Issuing Bank, it shall have received cash collateral as required by Section 2.06(j) or it shall have entered into other arrangements with the Borrower that are satisfactory to such Issuing Bank with respect to any outstanding Letters of Credit issued by it. Any such assignee’s initial Maturity Date shall be the Maturity Date in effect for the Extending Lenders at the time of such assignment. Any assignee which notice becomes a Lender as a result of such an assignment made pursuant to this Section 2.25(d) shall set forth such Lender’s new Maturity Date)be deemed to have consented to the applicable Extension Request and, to become an therefore, shall not be a Non-Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Obligors shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” a "Lender" under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “"Additional Commitment Lender”") approved by the Issuing BanksAdministrative Agent, the Issuing Banks and the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) Lender in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.0410.04, with the Company applicable Obligor(s) or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment so assumed shall be in addition to such Lender’s 's Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Loan Parties but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersRevolving Lender” (in the case of any extension of the Revolving Credit Maturity Date), as a “Dollar Term Lender” (in the case of any extension of the Dollar Term Loan Maturity Date) or as a “Euro Term Lender” (in the case of any extension of the Euro Term Loan Maturity Date) under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and, in the case of an Additional Commitment Lender assuming a new or additional Revolving Commitment, the Issuing Banks, the Swingline Lenders and Administrative Agent (in each case, such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Commitment Revolving Commitment, Dollar Term Loans and/or Euro Term Loans, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Commitment Revolving Commitment, its outstanding Dollar Term Loans and/or its outstanding Euro Term Loans, as applicable, so assumed shall be in addition to such Lender’s Commitment Revolving Commitment, its outstanding Dollar Term Loans and/or its outstanding Euro Term Loans, as applicable, hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions one or more Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Term A-1 Lenders” (in the case of any extension of the Term A-1 Loan Maturity Date) or add as “Term A-2 Lenders” (in the case of any extension of the Term A-2 Loan Maturity Date) under this Agreement in place thereof, one or more financial institutions that are not (other than any Ineligible Institutions Institution) (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending LenderLender (and each Non-Extending Lender agrees to so execute such Assignment and Assumption), pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Term A-1 Loan Commitment or Term A-2 Loan Commitment, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Commitment of such Class shall be in addition to such Lender’s Commitment of such Class hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such LEGAL02/41506940v2 Table of Contents (continued) Page amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders; provided that any amendments to the scheduled amortization of the Term Loans held by Extending Lenders and any Additional Commitment Lenders shall be subject to the consent of the applicable Extending Lenders and Additional Commitment Lenders.

Additional Commitment Lenders. The Company AGCO shall have the right, but shall not be obligated, on or before the applicable Existing Maturity Date for any in accordance with the procedures provided in Section 10.5(b) as if such Non-Extending Lender was an Affected Lender thereunder, to replace such each Non-Extending Lender with, and add as “"Lenders” " under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “"Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b"), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.049.6, with the Company AGCO or replacement such Additional Commitment Lender obligated to pay any applicable processing or recordation fee) with such Non-Non- Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Existing Maturity Date for such Non-Extending Lender, assume a Commitment and/or Loans (and, if any such Additional Commitment Lender is already a Lender, its Commitment and/or Loans shall be in addition to such Lender’s Xxxxxx's Commitment and Loans hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Datee), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company U.S. Borrower shall have the right, but shall not be obligated, on or before right at any time prior to the existing Revolving Credit Termination Date applicable Maturity Date for any to a Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures as provided in Section 2.19(b), 1.14; provided that each of which such Additional Commitment Lenders shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Acceptance pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume Lender shall undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such LenderXxxxxx’s Revolving Credit Commitment hereunder on such date)) and shall agree, with respect to such undertaken Revolving Credit Commitment, to such extension. Prior At the existing Revolving Credit Termination Date in effect prior to any such extension, (1) the commitments of Non-Extending Lender being Lenders that are not otherwise replaced by one or more with an Additional Commitment Lender will be terminated and the Loans of and other amounts due and payable to such Lenders pursuant hereto, such will be repaid (it being understood that the commitments of the Non-Extending Lender may elect, Lenders not consenting to such extension will remain in its sole discretion, by giving irrevocable notice thereof effect until the Revolving Credit Termination Date originally applicable to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity DateLenders), to become an Extending Lender, provided and (2) the U.S. Borrower shall make such additional prepayments as shall be necessary in order that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect Loans and L/C Obligations hereunder immediately after such amendments to this Agreement as are reasonably necessary to provide for any such extensions with existing Revolving Credit Termination Date will not exceed the consent of the Company but without the consent of any other LendersRevolving Credit Commitments.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, (assume a Revolving Commitment (and, if any such Additional Commitment Lender is already a Revolving Lender, its Revolving Commitment shall be in addition to such Lender’s Revolving Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender Lender, to replace such Non-Extending Lender with, and add as a “LendersRevolving Lender” (in the case of any extension of the Revolving Credit Maturity Date) or as a “Initial Term Lender” (in the case of any extension of the Initial Term Loans) or as a “Delayed Draw Term Lender” (in the case of any extension of the Delayed Draw Term Loan Maturity Date) under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Revolving Commitment and/or Initial Term Loans or Delayed Draw Term Loan Commitment or Delayed Draw Term Loans, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Commitment of such Class shall be in addition to such Lender’s Commitment of such Class hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders; provided that any amendments to the scheduled amortization of any Class of Term Loans held by Extending Lenders and any Additional Commitment Lenders shall be subject to the consent of the applicable Extending Lenders and Additional Commitment Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersRevolving Lender” or as a “Term Lender”, as the case may be, under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Issuing BanksAdministrative Agent and, in the case of an Additional Commitment Lender assuming a new or additional Revolving Commitment, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) L/C Issuer in accordance with the procedures provided in Section 2.19(b2.18(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.048.9, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Revolving Commitment and/or Term Loans, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable class, its Revolving Commitment and/or its outstanding Term Loans, as applicable, so assumed shall be in addition to such LenderXxxxxx’s Revolving Commitment and its outstanding Term Loans, as applicable, hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.are

Additional Commitment Lenders. The Company Borrowers shall have the right, but shall not be obligated, right on or before the applicable Maturity Existing Expiration Date for any Non-Extending Lender to replace such Non-each Non Extending Lender with, and add as “"Lenders” " under this Agreement in place thereof, one or more financial institutions that assignees who are not Ineligible Institutions eligible to become Lenders under Section 12.8.2 [Assignment by Lxxxxxx] (each, an “"Additional Commitment Lender”) approved by the Issuing Banks"), the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures as provided in Section 2.19(b)12.8.2, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume Lender shall undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Lxxxxx's Commitment hereunder on such date)) and shall agree, with respect to such undertaken Commitment, to such extension. Prior At the Existing Expiration Date in effect prior to any such extension, (1) the commitments of Non-Extending Lender being Lenders that are not otherwise replaced by one or more with an Additional Commitment Lender will be terminated, and the Loans of and other amounts due and payable to such Lenders pursuant hereto, such will be repaid (it being understood that the commitments of the Non-Extending Lender may elect, Lenders not consenting to such extension will remain in its sole discretion, by giving irrevocable notice thereof effect until the Existing Expiration Date originally applicable to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity DateLenders), to become an Extending Lender, provided and (2) the Borrowers shall make such additional prepayments as shall be necessary in order that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect Loans and L/C Obligations hereunder immediately after such amendments to this Agreement as are reasonably necessary to provide for any such extensions with Existing Expiration Date will not exceed the consent of the Company but without the consent of any other LendersCommitments.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersRevolving Lender” (in the case of any extension of the Revolving Credit Maturity Date) or, as a “Term A-1 Lender” (in the case of any extension of the Term A-1 Loan Maturity Date) or as a “Term A-2 Lender” (in the case of any extension of the Term A-2 Loan Maturity Date) under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Commitment Revolving Commitment, Term A-1 Loans and/or Term A-2 Loans, as applicable (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Commitment Revolving Commitment, Term A-1 Loans and/or Term A-2 Loans, as applicable, so assumed shall be in addition to such Lender’s Commitment hereunder on such date)Revolving Commitment, Term A-1 Loans and/or its Term A-2 Loans. Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Non- Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Administrative Agent, each Issuing Banks, Bank and the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) Lender in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Borrower or replacement the Additional Commitment Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a the Commitment of the Non-Extending Lender (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such effective date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Maturity DateDate as requested by the Borrower), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders. If (and only if) the total of the Commitments of the Lenders that have agreed to extend their Existing Maturity Date is more than 50% of the aggregate amount of the Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Existing Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender that is not already a Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) and each Issuing Bank in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Borrower or replacement the Additional Commitment Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a the Commitment of the Non-Extending Lender (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such effective date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Maturity DateDate as requested by the Borrower), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrowers shall have the right, but shall not be obligated, right on or before the applicable Maturity Existing Commitment Termination Date for any Non-Extending Lender to replace such each Non-Extending Lender with, and add as “"Lenders” " under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “"Additional Commitment Lender”") approved by with the Issuing Banks, approval of the Swingline Lenders and Administrative Agent (such which approval shall not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 9.04, with Borrowers and the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the applicable Maturity Date for such Non-Extending LenderExisting Commitment Termination Date, assume undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s 's Commitment hereunder on such date). Prior to ; provided that, notwithstanding the foregoing, the Borrowers may not replace any Non-Extending Lender being replaced by one or more with an Additional Commitment Lender not already a Lender hereunder unless the Borrowers shall first have offered to the existing Lenders pursuant hereto, such the right to increase their Commitments hereunder to replace the Commitment of the Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Lender. (which notice shall set forth such Lender’s new Maturity Datee), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Non- Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks, financial institutions or other entities that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, ,; provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Existing Commitment Termination Date for any Non-Extending Lender to replace such Non-Extending Lender withby causing such Non-Extending Lender to (and such Non-Extending Lender shall be obligated to assign pursuant to Section 9.04) assign all of its rights and obligations pursuant to this Agreement to one or more assignees that agree to such Extension Terms and are not Ineligible Institutions, and add which shall be added as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions hereunder (each, an “Additional Commitment Lender”) approved by ). In connection with the Issuing Banksreplacement of any Non-Extending Lender, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders Lender shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, 9.04 (with the Company or replacement such Additional Commitment Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before (i) all the applicable Maturity Date for outstanding principal amount of the Loans so assigned of such Non-Extending Lender, together with accrued interest thereon, accrued fees and all other amounts payable to it hereunder shall be paid in full by the Additional Commitment Lender to such Non-Extending Lender and (ii) such Additional Commitment Lender shall assume a all or part of the Commitment of such Non-Extending Lender (and, if any such Additional Commitment Lender is already a Lender, its Commitment so assumed shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any ; provided that if the Non-Extending Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by one or more the later of (A) the date on which the Additional Commitment Lenders pursuant heretoLender executed and delivered such Assignment and Assumption and/or such other documentation and (B) the date as of which all the outstanding principal amount of the Loans so assigned of such Non-Extending Lender, together with accrued interest thereon, accrued fees and all other amounts payable to such Non-Extending Lender may electhereunder shall be paid in full by the Additional Commitment Lender to such Non-Extending Lender, in its sole discretion, by giving irrevocable notice thereof then the Non-Extending Lender shall be deemed to the Administrative Agent have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Company shall be entitled (which notice shall set forth but not obligated) to execute and deliver such Lender’s new Maturity Date), to become an Assignment and Assumption and/or such other documentation on behalf of such Non-Extending Lender, Lender (provided that the Company consents thereto shall make no representation or warranty on behalf of such Non-Extending Lender in writing in its sole discretionsuch Assignment and Assumption and/or such other documentation). The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions contemplated by this Section (including the implementation of the Extension Terms) with the consent of the Company but without the consent of any other LendersNon-Extending Lender.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersRevolving Lender” (in the case of any extension of the Revolving Credit Maturity Date), as a “Term A Lender” (in the case of any extension of the Term A Loan Maturity Date) under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (in each case, such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Revolving Commitment and/or Term A Loans, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Revolving Commitment and/or its outstanding Term A Loans, as applicable, so assumed shall be in addition to such Lender’s Revolving Commitment and/or its outstanding Term A Loans, as applicable, hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, ; provided that the Company Borrower consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Revolving Credit Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, right on or before the applicable Maturity Existing Commitment Termination Date for any Non-Extending Lender to replace such each Non-Extending Lender with, and add as “"Lenders” " under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions additional lenders (each, an “"Additional Commitment Lender”") approved by with the Issuing Banks, approval of the Swingline Lenders and Administrative Agent (such which approval shall not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 9.04, with Company and the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the applicable Maturity Date for such Non-Extending LenderExisting Commitment Termination Date, assume undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s 's Commitment hereunder on such date). Prior to , provided that, notwithstanding the foregoing, the Company may not replace any Non-Extending Lender being replaced by one or more with an Additional Commitment Lender not already a Lender hereunder unless the Company shall first have offered to the existing Lenders pursuant hereto, such the right to increase their Commitments hereunder to replace the Commitment of the Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable applicableApplicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersLenders”Revolving Lender” (in the case of any extension of the Revolving Credit Maturity Date) or as a “Term Lender” (in the case of any extension of the Term Loan Maturity Date) under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and, in the case of an Additional Commitment Lender assuming a new or additional Revolving Commitment, the Issuing Banks, the Swingline Lenders and Administrative Agent (in each case, such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable applicableApplicable Maturity Date for such Non-Extending Lender, assume a Revolving Commitment and/or Term Loans, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Revolving Commitment and/or its outstanding Term Loans, as applicable, so assumed shall be in addition to such Lender’s Revolving Commitment and/or its outstanding Term Loans, as applicable, hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersRevolving Lender” (in the case of any extension of the Revolving Credit Maturity Date) or as a “Term Lender” (in the case of any extension of the Term Loan Maturity Date) under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and, in the case of an Additional Commitment Lender assuming a new or additional Revolving Commitment, the Issuing Banks, the Swingline Lenders and Administrative Agent (in each case, such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Revolving Commitment and/or Term Loans, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Revolving Commitment and/or its outstanding Term Loans, as applicable, so assumed shall be in addition to such Lender’s Revolving Commitment and/or its outstanding Term Loans, as applicable, hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersRevolving Lender” (in the case of any extension of the Revolving Credit Maturity Date) or as “Term Lender” (in the case of any extension of the Term Loan Maturity Date) under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Revolving Commitment and/or Term Loans, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Commitment of such Class shall be in addition to such Lender’s Commitment of such Class hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders; provided that any amendments to the scheduled amortization of any Class of Term Loans held by Extending Lenders and any Additional Commitment Lenders shall be subject to the consent of the applicable Extending Lenders and Additional Commitment Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersLender” under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Existing Commitment Termination Date for any Non-Extending Lender to replace such Non-Extending Lender withby causing such Non-Extending Lender to (and such Non-Extending Lender shall be obligated to assign pursuant to Section 9.04) assign all of its rights and obligations pursuant to this Agreement to one or more assignees that agree to such Extension Terms and are not Ineligible Institutions, and add which shall be added as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions hereunder (each, an “Additional Commitment Lender”) approved by ). In connection with the Issuing Banksreplacement of any Non-Extending Lender, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders Lender shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, 9.04 (with the Company or replacement such Additional Commitment Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before (i) all the applicable Maturity Date for outstanding principal amount of the Loans so assigned of such Non-Extending Lender, together with accrued interest thereon, accrued fees and all other amounts payable to it hereunder shall be paid in full by the Additional Commitment Lender to such Non-Extending Lender and (ii) such Additional Commitment Lender shall assume a all or part of the Commitment of such Non-Extending Lender (and, if any such Additional Commitment Lender is already a Lender, its Commitment so assumed shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any ; provided that if the Non-Extending Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by one or more the later of (A) the date on which the Additional Commitment Lenders pursuant heretoLender executed and delivered such Assignment and Assumption and/or such other documentation and (B) the date as of which all the outstanding principal amount of the Loans so assigned of such Non-Extending Lender, together with accrued interest thereon, accrued fees and all other amounts payable to such Non-Extending Lender may electhereunder shall be paid in full by the Additional Commitment Lender to such Non-Extending Lender, in its sole discretion, by giving irrevocable notice thereof then the Non-Extending Lender shall be deemed to the Administrative Agent have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Company shall be entitled (which notice shall set forth but not obligated) to execute and deliver such Lender’s new Maturity Date), to become an Assignment and Assumption and/or such other documentation on behalf of such Non-Extending Lender, Lender (provided that the Company consents thereto shall make no representation or warranty on behalf of such Non-Extending Lender in writing in its sole discretionsuch Assignment and Assumption and/or such other documentation). The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions contemplated by this Section 2.21 (including the implementation of the Extension Terms) with the consent of the Company but without the consent of any other LendersNon-Extending Lender.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, right on or before the applicable Existing Maturity Date for any Non-Extending Lender to replace such Non-Extending each Non‑Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks or other financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by with the approval of the Administrative Agent, the Issuing Banks, Lenders and the Swingline Lenders and Administrative Agent Lender (such approval which approvals shall not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 9.04, with Borrower and the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective as of a date to be agreed between the Borrower and each Additional Commitment Lender (such date to be on or before prior to the applicable Existing Maturity Date for such Non-Extending LenderDate), assume (i) undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to ) and (ii) purchase and assume the outstanding Loans of any Non-Extending Lender Lenders being replaced by one or more such Additional Commitment Lenders pursuant heretoLender (and, if any such Additional Commitment Lender is already a Lender, such Non-Extending Lender may elect, purchased Loans shall be in its sole discretion, by giving irrevocable notice thereof addition to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity DateLoans hereunder on such date), and such Loans shall be continued hereunder in accordance with the terms hereof. Upon completion of the actions described in this Section 2.21(d), each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and, to become the extent such Additional Commitment Lender becomes a Lender prior to the applicable Extension Effective Date (as defined below), such Additional Commitment Lender shall be an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, right on or before the applicable Maturity Date for June 13, 2008 to replace, in whole or in part, any Lender which is not a party to this Amendment (each, a “Non-Extending Lender to replace such Non-Extending Lender Lender”) with, and add as “Lenders” under this the Credit Agreement in place thereof, one or more other Lenders or financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject or other documentation reasonably satisfactory to the restrictions contained in Section 9.04, with Borrower and the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders shall, effective on Lender shall assume all or before part of the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, of such Non-Extending Lender or shall agree to have a new or additional Commitment under which Loans may electbe borrowed only from the date of any reduction in or termination of the Commitment of such Non-Extending Lender and only to the extent such Loans would be ratable with the other Loans based on the amount of such reduction or termination; provided that the aggregate amount that may be borrowed under such assumed, in its sole discretion, by giving irrevocable notice thereof new or additional Commitment and the continuing Commitments under the Credit Agreement shall not exceed $1,400,000,000 at any time. Any Additional Commitment Lender which is not a Lender shall be reasonably satisfactory to the Administrative Agent and Agent. Each Additional Commitment Lender shall be entitled, from the Company (which notice shall set forth such date of its becoming bound as an Additional Commitment Lender’s new Maturity Date), to become an Extending Lenderextension fee on the Loans under the Commitment to be effectively replaced by its new or additional Commitment, provided that payable to it in the Company consents thereto amount, calculated in writing in its sole discretion. The Administrative Agent may effect such amendments the manner, and on the payment dates for, the extension fees payable to the Lenders which are parties to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other LendersAmendment.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, right on or before the applicable Maturity Existing Expiration Date for any Non-of the Proposed Extended Facility to replace each Non- Extending Lender with respect to replace such Non-Extending Lender Proposed Extended Facility with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees, which may be a then existing Lender under the Proposed Extended Facility (each, an “Additional Commitment Lender”; an Additional Commitment Lender under the 5-Year Revolver being referred to herein as an “Additional 5-Year Revolver Commitment Lender”; and an Additional Commitment Lender under the 364-Day Revolver being referred to herein as an “Additional 364-Day Revolver Commitment Lender”) approved by with the approval of the Administrative Agent, Swing Loan Lender (if the Proposed Extended Facility is the 5-Year Revolver) and the Issuing Banks, Lender (if the Swingline Lenders and Administrative Agent Proposed Extended Facility is Exhibit 10.1 the 5-Year Revolver) (such approval which approvals shall not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 9.04, with Borrower and the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the applicable Maturity Existing Expiration Date for such Non-Extending Lenderof the Proposed Extended Facility, assume undertake a Revolving Credit Commitment with respect to the Proposed Extended Facility (and, if any such Additional Commitment Lender is already a LenderLender under the Proposed Extended Facility, its Revolving Credit Commitment with respect to the Proposed Extended Facility shall be in addition to such Lender’s then existing Revolving Credit Commitment hereunder under the Proposed Extended Facility on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, right on or before the applicable Maturity Existing Expiration Date for any of the Proposed Extended Facility to replace each Non-Extending Lender with respect to replace such Non-Extending Lender Proposed Extended Facility with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees, which may be a then existing Lender under the Proposed Extended Facility (each, an “Additional Commitment Lender”; an Additional Commitment Lender under the 5-Year Revolver being referred to herein as an “Additional 5-Year Revolver Commitment Lender”; and an Additional Commitment Lender under the 364-Day Revolver being referred to herein as an “Additional 364-Day Revolver Commitment Lender”) approved by with the approval of the Administrative Agent, Swing Loan Lender (if the Proposed Extended Facility is the 5-Year Revolver) and the Issuing Banks, Lender (if the Swingline Lenders and Administrative Agent Proposed Extended Facility is the 5-Year Revolver) (such approval which approvals shall not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 9.04, with Borrower and the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the applicable Maturity Existing Expiration Date for such Non-Extending Lenderof the Proposed Extended Facility, assume undertake a Revolving Credit Commitment with respect to the Proposed Extended Facility (and, if any such Additional Commitment Lender is already a LenderLender under the Proposed Extended Facility, its Revolving Credit Commitment with respect to the Proposed Extended Facility shall be in addition to such LenderXxxxxx’s then existing Revolving Credit Commitment hereunder under the Proposed Extended Facility on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, right on or before the applicable Existing Expiration Date, Existing Term Loan Maturity Date for any Non-Extending Lender or Existing 2024 Incremental Term Loan Maturity Date to replace such each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “Additional Commitment Lender”) approved by with the Issuing Banksapproval of the Administrative Agent (and, with respect to prospective Additional Commitment Lenders under the Revolving Credit Facility, the Swingline Lenders Loan Lender and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(beach Issuing Lender), each of which approvals shall not be unreasonably withheld. Each Additional Commitment Lenders Lender shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 9.04, with Borrower and the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the applicable Maturity Date for such Non-Extending LenderExtension Effective Date, assume undertake either (i) a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a LenderLender under the Revolving Credit Facility, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any , (ii) Term Loans under the Term Loan Facility or (iii) 2024 Incremental Term Loans under the 2024 Incremental Term Loan Facility, in each case in replacement of the applicable Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant heretoLender, and shall have purchased such Non-Extending Lenders outstanding Loans at par, and each Additional Commitment Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such thereupon become a “Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to ” for all purposes of this Agreement as are reasonably necessary to provide for any such extensions with under the consent of the Company but without the consent of any other Lendersapplicable facility.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such LenderXxxxxx’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersLender” under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with #92412282v18 the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company If (and only if) the Required Class Lenders have agreed to extend the Maturity Date of their respective Facility then in effect hereunder, the Borrower shall have the right, but shall not be obligated, on or before right within 90 days after notification by the applicable Maturity Date for any Non-Extending Lender Administrative Agent pursuant to Section 2.19(c) to replace such each Non-Extending Lender with, and add as “Revolving Credit Lenders” or “Term Lenders”, as applicable, under this Agreement in place thereofAgreement, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures as provided in Section 2.19(b2.18(b), ; provided that each of which such Additional Commitment Lenders shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the applicable Maturity Date for such Non-Extending Lenderdate of the Assignment and Assumption, assume undertake (i) in the case of Additional Commitment Lenders in respect of the Revolving Credit Facilty, a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Revolving Credit Lender, its Revolving Credit Commitment shall be in addition to any other Revolving Credit Commitment of such Revolving Credit Lender hereunder on such date) and (ii) in the case of Additional Commitment Lenders in respect of the Term Loan Facilty, Term Loans (and, if any such Additional Commitment Lender is already a Term Lender’s Commitment , its Term Loans shall be in addition to any other Term Loans of such Term Lender hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Revolving Credit Commitment Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Revolving Credit Commitment Termination Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Maturity Revolving Credit Commitment Termination Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, (i) assume a Revolving Commitment (and, if any such Additional Commitment Lender is already a Revolving Lender, its Revolving Commitment shall be in addition to such Lender’s Revolving Commitment hereunder on such date) and/or (ii) assume outstanding Term Loans (and, if any such Additional Commitment Lender is already a Term Lender, its outstanding Term Loans shall be in addition to such Lender’s Term Loans hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersRevolving Credit Lender” (in the case of an extension of the Revolving Credit Maturity Date) or as a “Term Lender” (in the case of any extension of the Term Loan Maturity Date) under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and, in the case of an Additional Commitment Lender assuming a new or additional Revolving Credit Commitment, the Issuing Banks, Lenders and the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment and/or Term Loans, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Revolving Credit Commitment and/or its outstanding Term Loans, as applicable, so assumed shall be in addition to such Lender’s Revolving Credit Commitment and its outstanding Term Loans, as applicable, hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Applicable Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Revolving Lenders” (in the case of any extension of the Revolving Credit Maturity Date) or add as “Term Lenders” (in the case of any extension of the Term Loan Maturity Date) under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending LenderLender (and each Non-Extending Lender agrees to so execute such Assignment and Assumption), pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Revolving Commitment or Term Loan Commitment, as the case may be (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Commitment of such Class shall be in addition to such Lender’s Commitment of such Class hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders; provided that any amendments to the scheduled amortization of the Term Loans held by Extending Lenders and any Additional Commitment Lenders shall be subject to the consent of the applicable Extending Lenders and Additional Commitment Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligatedobligated at any time, on or before the applicable Maturity Date for any Non-Extending Lender Lender, to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Issuing BanksAdministrative Agent, each L/C Issuer and the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b)Swing Line Lender, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.0411.06, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such LenderXxxxxx’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments 66 #94834708v14 CHAR1\1986310v1 to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company (but without the consent of any other Lenders).

Additional Commitment Lenders. The Company If (and only if) the total of the Commitments of the Lenders that have agreed so to extend their Maturity Date shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the date of the Extension Request, the Borrower shall have the right, but shall not be obligatedat its own expense, on or before the applicable Maturity Date for to require any Non-Extending Lender to replace such Non-Extending Lender with, transfer and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, with rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which may include any Lender (each an “Additional Lender”); provided that (w) such Additional Commitment Lender shall be subject to the approval of each Issuing Bank and, if such Additional Lender is not already a Lender hereunder, the Administrative Agent (such approval not to be unreasonably withheld); (x) such assignment shall become effective as of the date of the extension of the Maturity Date of the Extending Lenders shall, effective as provided in Section 2.05(e) or any time thereafter on or before prior to the effective Maturity Date of the applicable Maturity Date for such Non-Extending Lender, assume a Commitment ; (and, if any such y) the Additional Commitment Lender is already a Lender, its Commitment shall be in addition pay to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may electin immediately available funds on the effective date of such assignment the principal of, in its sole discretion, by giving irrevocable notice thereof and interest accrued to the Administrative Agent date of payment on, the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) if the Company (assigning Lender is an Issuing Bank, it shall have received cash collateral as required by Section 2.04(j) or it shall have entered into other arrangements with the Borrower that are satisfactory to such Issuing Bank with respect to any outstanding Letters of Credit issued by it. Any such assignee’s initial Maturity Date shall be the Maturity Date in effect for the Extending Lenders at the time of such assignment. Any assignee which notice becomes a Lender as a result of such an assignment made pursuant to this Section 2.05(d) shall set forth such Lender’s new Maturity Date)be deemed to have consented to the applicable Extension Request and, to become an therefore, shall not be a Non-Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks, financial institutions or other entities that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, ; provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by the Administrative Agent, each Issuing Banks, Bank and the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) Lender in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Borrower or replacement the Additional Commitment Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a the Commitment of the Non-Extending Lender (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such effective date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Maturity DateDate as requested by the Borrower), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrowers shall have the right, but shall not be obligated, right on or before the applicable Maturity Existing Expiration Date for any Non-Extending Lender to replace such each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that assignees who are not Ineligible Institutions eligible to become Lenders under Section 12.8.2 [Assignment by Lenders] (each, an “Additional Commitment Lender”) approved by the Issuing Banks), the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures as provided in Section 2.19(b)12.8.2, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume Lender shall undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date)) and shall agree, with respect to such undertaken Commitment, to such extension. Prior At the Existing Expiration Date in effect prior to any such extension, (1) the commitments of Non-Extending Lender being Lenders that are not otherwise replaced by one or more with an Additional Commitment Lender will be terminated, and the Loans of and other amounts due and payable to such Lenders pursuant hereto, such will be repaid (it being understood that the commitments of the Non-Extending Lender may elect, Lenders not consenting to such extension will remain in its sole discretion, by giving irrevocable notice thereof effect until the Existing Expiration Date originally applicable to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity DateLenders), to become an Extending Lender, provided and (2) the Borrowers shall make such additional prepayments as shall be necessary in order that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect Loans and L/C Obligations hereunder immediately after such amendments to this Agreement as are reasonably necessary to provide for any such extensions with Existing Expiration Date will not exceed the consent of the Company but without the consent of any other LendersCommitments.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Commitment Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions each qualify as an Eligible Assignee (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b3.08(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption Acceptance (in accordance with and subject to the restrictions contained in Section 9.0410.04, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Commitment Termination Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such LenderXxxxxx’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by and are reasonably acceptable to the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b)Agent, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, right on or before the applicable Maturity Existing Expiration Date for any Non-of the Proposed Extended Facility to replace each Non- Extending Lender with respect to replace such Non-Extending Lender Proposed Extended Facility with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees, which may be a then existing Lender under the Proposed Extended Facility (each, an “Additional Commitment Lender”; an Additional Commitment Lender under the 5-Year Revolver being referred to herein as an “Additional 5-Year Revolver Commitment Lender”; and an Additional Commitment Lender under the 364-Day Revolver being referred to herein as an “Additional 364-Day Revolver Commitment Lender”) approved by with the approval of the Administrative Agent, 161957986_3 Exhibit 10.1 Swing Loan Lender (if the Proposed Extended Facility is the 5-Year Revolver) and the Issuing Banks, Lender (if the Swingline Lenders and Administrative Agent Proposed Extended Facility is the 5-Year Revolver) (such approval which approvals shall not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 9.04, with Borrower and the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the applicable Maturity Existing Expiration Date for such Non-Extending Lenderof the Proposed Extended Facility, assume undertake a Revolving Credit Commitment with respect to the Proposed Extended Facility (and, if any such Additional Commitment Lender is already a LenderLender under the Proposed Extended Facility, its Revolving Credit Commitment with respect to the Proposed Extended Facility shall be in addition to such LenderXxxxxx’s then existing Revolving Credit Commitment hereunder under the Proposed Extended Facility on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such LenderXxxxxx’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligatedboth before and after the effectiveness of a requested extension under this Section 2.13A, on or before the applicable Maturity Date for any Non-Extending Lender to replace such any Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (eacheach such Eligible Assignee replacing a Non-Extending Lender on or before the effectiveness of a requested extension under this Section 2.13A, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures as provided in Section 2.19(b), 3.06(b) and Section 11.13; provided that each of which such Additional Commitment Lenders Lender shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the applicable Maturity Date for effectiveness of such requested extension (i) with respect to the Revolving Credit Facility, undertake the Revolving Credit Commitment of such Non-Extending Lender, assume a Commitment Lender (and, if any such Additional Commitment Lender is already a LenderRevolving Credit Lender on the effective date referenced in the immediately succeeding clause (e), its Revolving Credit Commitment shall be in addition to such Revolving Credit Lender’s Revolving Credit Commitment hereunder on such date)) and/or (ii) with respect to the GO Bond Term Loan Facilities, assume such Non-Extending Lender’s GO Bond Term Loans, as applicable. Prior to any Any Eligible Assignee replacing a Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant heretoafter the effectiveness of a requested extension shall enter into an Assignment and Assumption with such Non-Extending Lender assuming (x) with respect to the Revolving Credit Facility, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof Lender’s Revolving Credit Commitment with such extended Maturity Date with respect to the Administrative Agent and Revolving Credit Facility and/or (y) with respect to the Company (which notice shall set forth GO Bond Term Loan Facilities, such Non-Extending Lender’s new Maturity GO Bond Term Loans with such extended GO Bond Mandatory Put Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lendersapplicable.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned withheld or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-right to replace each Non Extending Lender to replace such Non-Extending Lender at any time with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions Persons that are not Ineligible Institutions Eligible Assignees and/or one or more existing Lenders (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures ); provided in Section 2.19(b), that each of which such Additional Commitment Lenders shall have entered enter into an Assignment and Assumption (or a joinder or other agreement, in accordance with form and subject substance reasonably satisfactory to the restrictions contained in Section 9.04Administrative Agent, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lenderas applicable, pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the applicable Maturity Date for such Non-Extending LenderExtension Date, assume undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior Notwithstanding anything herein to any Non-Extending the contrary, each Lender being replaced by one or more (including each Eligible Assignee that shall become an Additional Commitment Lenders pursuant hereto, Lender) undertaking such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof a Commitment shall be subject to the consent of the Administrative Agent and each Issuing Bank to the Company extent consent would be required under the terms of Section 10.04(b) in connection with an assignment to such Lender or Eligible Assignee (which notice consents shall set forth such Lender’s new Maturity Datenot be unreasonably withheld), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

Additional Commitment Lenders. The Company applicable Borrower(s) shall have the right, but shall not be obligated, on or before the applicable Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “LendersRevolving Lender” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Issuing BanksAdministrative Agent and, in the case of an Additional Commitment Lender assuming a new or additional Revolving Commitment, the Issuing Bank and the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) Lender in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.0410.04, with the Company applicable Borrower(s) or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Applicable Maturity Date for such Non-Extending Lender, assume a Revolving Commitment (and, if any such Additional Commitment Lender is already a LenderLender of the applicable Class, its Revolving Commitment so assumed shall be in addition to such Lender’s Revolving Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this NAI-1539367892v12 Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company applicable Borrower(s) but without the consent of any other Lenders.

Additional Commitment Lenders. The Company Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Credit Agreement in place thereof, one or more banks, financial institutions that are not Ineligible Institutions or other entities (each, an “Additional Commitment Lender”) approved by reasonably acceptable to the Administrative Agent, each Issuing Banks, Bank and the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) Swing Line Lender in accordance with the procedures provided in Section 2.19(b)11.20, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.0411.3, with the Company Borrower or replacement the Additional Commitment Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a the Commitment of the Non-Extending Lender (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company Borrower (which notice shall set forth such Lender’s new Maturity DateDate as requested by the Borrower), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Credit Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company Borrower but without the consent of any other Lenders.