Common use of Additional Commitment Lenders Clause in Contracts

Additional Commitment Lenders. The 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 a “Lender” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Administrative Agent, 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 10.04, with the 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 Loans (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed shall be in addition to such Xxxxxx’s outstanding Loans hereunder on such date). 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 Borrower but without the consent of any other Lenders.

Appears in 2 contracts

Samples: Term Loan Agreement (Cooper Companies, Inc.), Term Loan Agreement (Cooper Companies, Inc.)

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Additional Commitment Lenders. The Borrower Company shall have the right, but shall not be obligated, right on or before the Applicable Maturity Extension Date for any Non-Extending Lender, to replace such any Non-Extending Lender with, and add as a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees and/or one or more existing Lenders (each, an “Additional Commitment Lender”) approved by the Administrative Agentas provided in Section 11.06, 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 10.04, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Lender 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 Loans undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Commitment hereunder on such date). The 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 may effect such amendments and the Company, to this Agreement as are reasonably necessary to provide for any such extensions with become an Extending Lender, provided that the consent of the Borrower but without the consent of any other LendersCompany consents thereto in writing in its sole discretion.

Appears in 2 contracts

Samples: Credit Agreement (Brady Corp), Credit Agreement (Brady Corp)

Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, on or both before and after the Applicable Maturity Date for any Non-Extending Lendereffectiveness of a requested extension under this Section 2.1(f), to replace such any Non-Extending Lender with, and add as a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (eacheach such Eligible Assignee replacing a Non-Extending Lender on or before the effectiveness of a requested extension under this Section 2.1(f), an “Additional Commitment Lender”) approved by the Administrative Agentas provided in Section 3.8, 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 10.04, with the 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 Lender shall, effective on or before as of the Applicable Maturity Date for effectiveness of such Non-Extending Lenderrequested extension, assume Loans undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Commitment hereunder on such date). The Administrative Agent may effect Any Eligible Assignee replacing a Non-Extending Lender after the effectiveness of a requested extension shall enter into an Assignment and Assumption with such amendments to this Agreement as are reasonably necessary to provide for any Non-Extending Lender assuming such extensions Non-Extending Lender’s Commitment with the consent of the Borrower but without the consent of any other Lenderssuch extended Maturity Date.

Appears in 2 contracts

Samples: Credit Agreement (Plains All American Pipeline Lp), Credit Agreement (Plains All American Pipeline Lp)

Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, on or before the Applicable Maturity Date for any Non-Extending Lender, right to replace such Non-Extending each Non‑Extending Lender with, and add as a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by reasonably acceptable to the Administrative AgentAgent and each L/C Issuer and as provided in Section 10.13; provided, that each existing Lender shall have the right to increase its Commitments, pro rata after giving effect to the other existing Lenders who elect to increase their Commitments under this Section 2.15, up to the amount of which applicable the Non-Extending Lender’s Commitments before the Borrower will permitted to replace an Additional Commitment Lenders Lender for any Non-Extending Lender, and provided, further that each Additional Commitment Lender shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the 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 Lender shall, effective on or before as of the Applicable Existing Maturity Date for such Non-Extending LenderDate, assume Loans undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Commitment hereunder on such date). 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 Borrower but without the consent of any other Lenders.

Appears in 2 contracts

Samples: Credit Agreement (Ross Stores Inc), Credit Agreement (Ross Stores Inc)

Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, right on or before the Applicable Existing Revolving Credit Maturity Date for any Non-Extending Lender, to replace such each Non-Extending Lender with, and add as a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees Persons (each, an “Additional Commitment Lender”; each Additional Commitment Lender, together with any Lender that extends its Commitment, being collectively called the “Continuing Lenders”) approved by with the approval of the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer (which approvals shall not be unreasonably withheld), each of which applicable 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 10.04, with Borrower and the Borrower 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 or before the Applicable Maturity Date for such Non-Extending Lender, assume Loans Lender shall undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Revolving Credit Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Revolving Credit Commitment hereunder on such date). 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 Borrower but without the consent of any other Lenders.

Appears in 1 contract

Samples: Revolving Credit Agreement (ITC Holdings Corp.)

Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, right on or before the Applicable Maturity applicable anniversary of the Closing Date for any Non-Extending Lender, to replace such each Non-Extending Lender with, and add as a “Lender” under this Agreement in place thereof, with one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Administrative Agent, each of which applicable Additional Commitment Lenders shall have entered into (i) that is an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the Borrower 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 Loans (and, if any such Additional Commitment Lender is already a Revolving Lender, its outstanding Loans so assumed the Commitment it assumes from such Non-Extending Lender shall be in addition to such XxxxxxRevolving Lender’s outstanding Loans Commitment hereunder on such date, provided that each Revolving Lender shall have no obligation to increase its Commitment or become an Additional Commitment Lender) 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). The , (B) must be acceptable to the Administrative Agent may effect such amendments (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 as are reasonably necessary in a manner acceptable to provide for any such extensions with the consent of the Borrower but without and the consent of any other LendersAdministrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Red Robin Gourmet Burgers Inc)

Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, right on or before the Applicable Maturity applicable Extension Date for any Non-Extending Lender, to replace such each Non-Extending Lender with, and add as a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, as an “Additional Commitment Assuming Lender) approved by with the Administrative Agentapproval of the Agent (which approval shall not be unreasonably withheld), each of which applicable Additional Commitment Assuming Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the Borrower 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 Assuming Lender shall, effective on or before as of the Applicable Maturity Date for such Non-Extending Lenderapplicable Extension Date, assume Loans undertake a Commitment (and, if any such Additional Commitment Assuming Lender is already a Lender, its outstanding Loans so assumed Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Commitment hereunder on such date). The Administrative Agent may effect ; provided, that, each Lender choosing to extend its Commitment under this Section 2.20 shall have the right to increase its Commitment up to the amount of such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of Non-Extending Lender’s Commitment before the Borrower but without the consent of any other Lenderswill be permitted to replace such Non-Extending Lender with an Eligible Assignee hereunder.

Appears in 1 contract

Samples: Credit Agreement (Yahoo Inc)

Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, on or before the Applicable Maturity Date for any Non-Extending Lender, right to replace such Non-Extending each Non‑Extending Lender with, and add as a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by reasonably acceptable to the Administrative AgentAgent and each L/C Issuer and as provided in Section 10.13; provided, that each existing Lender shall have the right to increase its Commitments, pro rata after giving effect to the other existing Lenders who elect to increase their Commitments under Exhibit 10.3 this Section 2.15, up to the amount of which applicable the Non-Extending Lender’s Commitments before the Borrower will permitted to replace an Additional Commitment Lenders Lender for any Non-Extending Lender, and provided, further that each Additional Commitment Lender shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the 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 Lender shall, effective on or before as of the Applicable Existing Maturity Date for such Non-Extending LenderDate, assume Loans undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Commitment hereunder on such date). 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 Borrower but without the consent of any other Lenders.

Appears in 1 contract

Samples: Credit Agreement (Ross Stores, Inc.)

Additional Commitment Lenders. The Borrower 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 a "LenderLenders"” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an "“Additional Commitment Lender"”) approved by with the approval of the Administrative AgentAgent (and, with respect to prospective Additional Commitment Lenders under the Revolving Credit Facility, the Swingline Loan Lender and the Issuing Lender), each of which applicable 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 10.04, with Borrower and the Borrower 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 Loans undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a LenderLender under the Revolving Credit Facility, its outstanding Loans so assumed Revolving Credit Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Revolving Credit Commitment hereunder on such date). The Administrative Agent may effect , and shall have purchased such amendments to Non-Extending Lenders outstanding Loans at par, and each Additional Commitment Lender shall thereupon become a "“Lender"” for all purposes of this Agreement as are reasonably necessary to provide for any such extensions with under the consent of the Borrower but without the consent of any other Lendersapplicable facility.

Appears in 1 contract

Samples: Credit Agreement (Nacco Industries Inc)

Additional Commitment Lenders. The Borrower shall have At any time prior to the right, but shall not be obligated, on or before the Applicable Existing Maturity Date for any Non-Extending Lender, the Borrower shall have the right to replace such Non-Extending Lender with, and add as a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees acceptable to the Administrative Agent (each, an “Additional Commitment Lender”) approved by the Administrative Agent, as provided in Section 10.13; provided that each of which applicable such Additional Commitment Lenders shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the 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 Lender shall, effective on or before the Applicable Maturity Date for such Non-Extending Lender, assume Loans undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Commitment hereunder on such date). The Administrative Agent may effect such amendments , provided that the Extending Lenders shall have the right to this Agreement as are reasonably necessary increase their Commitment up to provide for any such extensions with the consent amount of the Non-Extending Lenders’ Commitment before the Borrower but without the consent of any other Lenderswill be permitted to substitute an Additional Commitment Lender for a Non-Extending Lender.

Appears in 1 contract

Samples: Credit Agreement (Altera Corp)

Additional Commitment Lenders. The Borrower 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 a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees eligible assignees under this Agreement (each, an “Additional Commitment Lender”) approved by with the approval of the Administrative Agent, each of which applicable approval 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 10.04, with Borrower and the Borrower 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 Loans undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a LenderLender under the Revolving Credit Facility, its outstanding Loans so assumed Revolving Credit Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Revolving Credit Commitment hereunder on such date). The Administrative Agent may effect , in each case in replacement of the applicable Non-Extending Lender, and shall have purchased such amendments to Non-Extending Lender’s outstanding Loans at par, and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement as are reasonably necessary to provide for any such extensions with under the consent of the Borrower but without the consent of any other Lendersapplicable facility.

Appears in 1 contract

Samples: Credit Agreement and Security Agreement (Paylocity Holding Corp)

Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, right on or before the Applicable Maturity applicable anniversary of the Closing Date for any Non-Extending Lender, to replace such Non-Extending each Non‑Extending Lender with, and add as a “Lender” under this Agreement in place thereof, with one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Administrative Agent, each of which applicable Additional Commitment Lenders shall have entered into (i) that is an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the Borrower 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 Loans (and, if any such Additional Commitment Lender is already a Revolving Lender, its outstanding Loans so assumed the Commitment it assumes from such Non-Extending Lender shall be in addition to such XxxxxxRevolving Lender’s outstanding Loans Commitment hereunder on such date, provided that each Revolving Lender shall have no obligation to increase its Commitment or become an Additional Commitment Lender) 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). The , (B) must be acceptable to the Administrative Agent may effect such amendments (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 as are reasonably necessary in a manner acceptable to provide for any such extensions with the consent of the Borrower but without and the consent of any other LendersAdministrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Red Robin Gourmet Burgers Inc)

Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, on or before the Applicable Maturity Date for any Non-Extending Lender, right to replace such each Non-Extending Lender with, and add as a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by as provided in Section 3.08; provided that (i) the Administrative AgentBorrower shall offer the Revolving Credit Commitments of Non-Extending Lenders first to Extending Lenders (defined below), it being understood no Extending Lender shall have an obligation to take any such Non-Extending Lender’s Revolving Credit Commitment, and (ii) each of which applicable such Additional Commitment Lenders shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the 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 Lender shall, effective on or before as of the Applicable Maturity Date for such Non-Extending Lenderapplicable Extension Date, assume Loans undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Revolving Credit Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Revolving Credit Commitment hereunder on the date of such dateassignment). 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 Borrower but without the consent of any other Lenders.

Appears in 1 contract

Samples: Credit Agreement (Precision Castparts Corp)

Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, on or before the Applicable Maturity Date for any Non-Extending Lender, right to replace such Non-each Non Extending Lender with, and add as a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Administrative Agentas provided in Section 2.15(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 10.04, with the 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 Lender shall, effective on or before as of the Applicable Business Day occurring 12 months prior to the Existing Maturity Date for (or such Non-other earlier effective date if agreed to by the Borrower, Additional Commitment Lender and applicable Non Extending Lender or such later effective date if agreed to by the Borrower and the Additional Commitment Lender), assume Loans undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Commitment hereunder on such date). 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 Borrower but without the consent of any other Lenders.

Appears in 1 contract

Samples: Credit Agreement (Continental Resources Inc)

Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, on or before the Applicable Maturity Date for any Non-Extending Lender, right to replace such each Non-Extending Lender with, and add as a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by reasonably acceptable to the Administrative AgentAgent and each L/C Issuer and as provided in Section 10.13; provided, that each existing Lender shall have the right to increase its Commitments, pro rata after giving effect to the other existing Lenders who elect to increase their Commitments under this Section 2.15, up to the amount of which applicable the Non-Extending Lender’s Commitments before the Borrower will permitted to replace an Additional Commitment Lenders Lender for any Non-Extending Lender, and provided, further that each Additional Commitment Lender shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the 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 Lender shall, effective on or before as of the Applicable Maturity Date for such Non-Extending LenderExtension Effective Date, assume Loans undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Commitment hereunder on such date). 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 Borrower but without the consent of any other Lenders.

Appears in 1 contract

Samples: Credit Agreement (Ross Stores, Inc.)

Additional Commitment Lenders. The Borrower 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 LenderLender was an Affected Lender thereunder, to replace such each Non-Extending Lender with, and add as a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Administrative Agent), 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 10.049.6, with the Borrower AGCO 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 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 outstanding Commitment and/or Loans so assumed shall be in addition to such XxxxxxLender’s outstanding Commitment and Loans hereunder on such date). 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 Borrower but without the consent of any other Lenders.

Appears in 1 contract

Samples: Credit Agreement (Agco Corp /De)

Additional Commitment Lenders. The Borrower 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 a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by with the approval of the Administrative AgentAgent (and, with respect to prospective Additional Commitment Lenders under the Revolving Credit Facility, the Swing Line Lender and the L/C Issuer), each of which applicable approvals shall not be unreasonably withheld or delayed. 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 10.04, with Borrower and the Borrower 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 Loans undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a LenderLender under the Revolving Credit Facility, its outstanding Loans so assumed Revolving Credit Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Revolving Credit Commitment hereunder on such date). The Administrative Agent may effect ) in replacement of the applicable Non-Extending Lender, and shall have purchased such amendments to Non-Extending Lenders outstanding Loans at par, and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement as are reasonably necessary to provide for any such extensions with under the consent of the Borrower but without the consent of any other Lendersapplicable facility.

Appears in 1 contract

Samples: Credit Agreement (Paycor Hcm, Inc.)

Additional Commitment Lenders. The Borrower Company shall have the right, but shall not be obligated, right on or before the Applicable Maturity Extension Date for any Non-Extending Lender, to replace such any Non-Extending Lender with, and add as a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees and/or one or more existing Lenders (each, an “Additional Commitment Lender”) approved by the Administrative Agentas provided in Section 11.06, 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 10.04, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Lender 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 Loans undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Commitment shall be in addition to such Xxxxxx’s outstanding Loans Commitment hereunder on such date). The 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 may effect such amendments and the Company, to this Agreement as are reasonably necessary to provide for any such extensions with become an Extending Lender, provided that the consent of the Borrower but without the consent of any other LendersCompany consents thereto in writing in its sole discretion.

Appears in 1 contract

Samples: Credit Agreement (Brady Corp)

Additional Commitment Lenders. The 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 each Non-Extending Lender with, and add as a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Administrative Agentas provided in Section 10.13, each of which applicable Additional Commitment Lenders shall have agreed to the requested extension of the Maturity Date and shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the 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 Lender shall, effective on or before prior to the Applicable Existing Maturity Date for such Non-Extending LenderDate, assume Loans undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Commitment hereunder on such date). The Administrative Agent Commitments of Additional Commitment Lenders may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with be included in determining whether the Required Lender consent of the Borrower but without the consent of any other Lenderscondition provided in Section 2.13(e) below has been satisfied.

Appears in 1 contract

Samples: Credit Agreement (Temple Inland Inc)

Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, on or before the Applicable Maturity Date for any Non-Extending Lender, right to replace such each Non-Extending Lender effective as of the applicable Existing Maturity Date with, and add as a LenderRevolving Lenders”, “Term A Lenders”, “Term B-1 Lendersor “Term B-2 Lenders”, as applicable, under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Revolving Commitment Lender”, “Additional Term A Commitment Lender”, “Additional Term B-1 Commitment Lender” or “Additional Term B-2 Commitment Lender”, as applicable) approved by the Administrative Agent, as provided in Section 10.13; provided that each of which applicable such Additional Revolving Commitment Lenders shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Revolving Commitment Lenders Lender shall, effective on or before as of the Applicable Existing Revolving Maturity Date for such Non-Extending LenderDate, assume Loans undertake a Revolving Commitment (and, and if any such Additional Revolving Commitment Lender is already a Revolving Lender, its outstanding Loans so assumed Revolving Commitment shall be in addition to any other Revolving Commitment of such Xxxxxx’s outstanding Loans Lender hereunder on such date). 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 Borrower but without the consent of any other Lenders.

Appears in 1 contract

Samples: Credit Agreement (Equinix Inc)

Additional Commitment Lenders. The Borrower 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 at any time after such Lender becomes a Non-Extending Lender with, and add as a “Lender” under this Agreement in place thereofthereof (subject to the approval of the Administrative Agent, the L/C Issuers and the Swing Line Lender, which approval shall not be unreasonably withheld or delayed), one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Administrative Agent, as provided in Section 11.13; provided that each of which applicable such Additional Commitment Lenders shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the 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 Lender shall, effective on or before no later than the Applicable Existing Maturity Date for such Non-Extending LenderDate, assume Loans undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Revolving Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Revolving Commitment hereunder on such date). The Administrative Agent may effect such amendments Notwithstanding the foregoing, any increase in the Revolving Commitment of any existing Lender in connection with an extension of the Maturity Date pursuant to this Agreement as are reasonably necessary Section 2.16 shall be subject to provide for any such extensions with the consent prior written approval of the Borrower but without the consent of any other Lenderseach L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Cadence Design Systems Inc)

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Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, right on or before the Applicable Maturity applicable Extension Effective Date for any Non-Extending Lender, to replace such each Non-Extending Lender with, and add as a LenderRevolving Credit Lendersor “Incremental Term-2 Loan Lenders”, as applicable, under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by in accordance with the Administrative Agentprocedures provided in Section 4.12, 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 10.04, with the 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 Lender shall, effective on as of the Extension Effective Date, undertake a Revolving Credit Commitment or before the Applicable Maturity Date for such Non-Extending LenderIncremental Term-2 Loan Commitment, assume Loans as applicable (and, if any such Additional Commitment Lender is already a Revolving Credit Lender, its outstanding Loans so assumed Revolving Credit Commitment shall be in addition to such XxxxxxRevolving Credit Lender’s outstanding Loans Revolving Credit Commitment hereunder on such date). The Administrative Agent may effect ) and/or acquire outstanding Incremental Term-2 Loans from such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other LendersNon-Extending Lender.

Appears in 1 contract

Samples: Credit Agreement (CoreCivic, Inc.)

Additional Commitment Lenders. The 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 a “Lender” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Administrative Agent, 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 10.04, with the 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 Loans (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed shall be in addition to such XxxxxxLender’s outstanding Loans hereunder on such date). 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 Borrower but without the consent of any other Lenders.

Appears in 1 contract

Samples: Assignment and Assumption (Cooper Companies, Inc.)

Additional Commitment Lenders. The Borrower 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 a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees Assignees, which may be a then existing Lender (each, an “Additional Commitment Lender”) approved by with the approval of the Administrative Agent, Swing Loan Lender and the Issuing Lender (which approvals shall not be unreasonably withheld), each of which applicable 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 10.04, with Borrower and the Borrower 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 Expiration Date, assume Loans undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Revolving Credit Commitment shall be in addition to such Xxxxxx’s outstanding Loans Revolving Credit Commitment hereunder on such date). 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 Borrower but without the consent of any other Lenders.(e)

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Utilities Corp)

Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, on or before the Applicable Maturity Date for any Non-Extending Lender, right to replace such each Non-Extending Lender effective as of the applicable Existing Maturity Date with, and add as a LenderRevolving Lenders”, “Term A Lenders”, “Term B-1 Lendersor “Term B-2 Lenders”, as applicable, under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Revolving Commitment Lender”, “Additional Term A Commitment Lender”, “Additional Term B-1 Commitment Lender” or “Additional Term B-2 Commitment Lender”, as applicable) approved by the Administrative Agent, as provided in Section 10.13; provided that each of which applicable such Additional Revolving Commitment Lenders Lenders[,] shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Revolving Commitment Lenders Lender shall, effective on or before as of the Applicable Existing Revolving Maturity Date for such Non-Extending LenderDate, assume Loans undertake a Revolving Commitment[,] (and, and if any such Additional Revolving Commitment Lender is already a Revolving Lender, its outstanding Loans so assumed Revolving Commitment shall be in addition to any other Revolving Commitment of such Xxxxxx’s outstanding Loans Lender hereunder on such date). 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 Borrower but without the consent of any other Lenders.

Appears in 1 contract

Samples: Credit Agreement (Equinix Inc)

Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, on or before the Applicable Maturity Date for any Non-Extending right to replace each Non‑Extending Lender, to replace at any time after such Lender becomes a Non-Extending Lender with, and add as a "Lender" under this Agreement in place thereofthereof (subject to the approval of the Administrative Agent, the L/C Issuers and the Swing Line Lender, which approval shall not be unreasonably withheld or delayed), one or more financial institutions that are Eligible Assignees (each, an "Additional Commitment Lender") approved by the Administrative Agent, as provided in Section 10.13; provided that each of which applicable such Additional Commitment Lenders shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the 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 Lender shall, effective on or before no later than the Applicable Existing Maturity Date for such Non-Extending LenderDate, assume Loans undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Commitment shall be in addition to such Xxxxxx’s outstanding Loans Lender's Commitment hereunder on such date). The Administrative Agent may effect such amendments Notwithstanding the foregoing, any increase in the Commitment of any existing Lender in connection with an extension of the Maturity Date pursuant to this Agreement as are reasonably necessary Section 2.14 shall be subject to provide for any such extensions with the consent prior written approval of the Borrower but without the consent of any other Lenderseach L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Cisco Systems, Inc.)

Additional Commitment Lenders. The Borrower 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 at any time after such Lender becomes a Non-Extending Lender with, and add as a “Lender” under this Agreement in place thereofthereof (subject to the approval of the Administrative Agent, the L/C Issuers and the Swing Line Lender, which approval shall not be unreasonably withheld or delayed), one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Administrative Agent, as provided in Section 11.13; provided that each of which applicable such Additional Commitment Lenders shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the 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 Lender shall, effective on or before no later than the Applicable Existing Maturity Date for such Non-Extending LenderDate, assume Loans undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Commitment hereunder on such date). The Administrative Agent may effect such amendments Notwithstanding the foregoing, any increase in the Commitment of any existing Lender in connection with an extension of the Maturity Date pursuant to this Agreement as are reasonably necessary Section 2.16 shall be subject to provide for any such extensions with the consent prior written approval of the Borrower but without the consent of any other Lenderseach L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Cadence Design Systems Inc)

Additional Commitment Lenders. The Borrower 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 Company shall have the rightright within 45 days of the date of such Extension Request, but shall not be obligatedat its own expense, on or before the Applicable Maturity Date for to require any Non-Extending Lender, Lender to replace such Non-Extending Lender with, transfer and add as a “Lender” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Administrative Agent, each of which applicable 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 10.0411.06) all its interests, with rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Borrower 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 (x) such Additional Commitment Lenders shallLender shall be subject to the approval of the Swingline Lender, each L/C Issuer and, if such Additional Lender is not already a Lender hereunder, the Administrative Agent (such approval not to be unreasonably withheld); (y) such assignment shall become effective on or before as of the Applicable date of the extension of the Maturity Date for of the Extending Lenders as provided in Section 2.17(e); and (z) the Additional Lender shall pay to such Non-Extending LenderLender in immediately available funds on the effective date of such assignment the principal of, assume and interest accrued to the date of payment on, the Loans (and, if any such Additional Commitment Lender is already a Lender, made by it hereunder and all other amounts accrued for its outstanding Loans so assumed shall be in addition account or owed to such Xxxxxx’s outstanding Loans hereunder on such date). 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 Borrower but without the consent of any other Lendersit hereunder.

Appears in 1 contract

Samples: Credit Agreement (Amphenol Corp /De/)

Additional Commitment Lenders. The Borrower 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 a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees Assignees, which may be a then existing Lender (each, an “Additional Commitment Lender”) approved by with the approval of the Administrative Agent, Swing Loan Lender and the Issuing Lender (which approvals shall not be unreasonably withheld), each of which applicable 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 10.04, with Borrower and the Borrower 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 Expiration Date, assume Loans undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Revolving Credit Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Revolving Credit Commitment hereunder on such date). 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 Borrower but without the consent of any other Lenders.(e)

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Utilities Corp)

Additional Commitment Lenders. The Borrower 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 at any time after such Lender becomes a Non-Extending Lender with, and add as a “Lender” under this Agreement in place thereofthereof (subject to the approval of the Administrative Agent, the L/C Issuers and the Swing Line Lender, which approval shall not be unreasonably withheld or delayed), one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Administrative Agent, as provided in Section 10.13; provided that each of which applicable such Additional Commitment Lenders shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the 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 Lender shall, effective on or before no later than the Applicable Existing Maturity Date for such Non-Extending LenderDate, assume Loans undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Commitment hereunder on such date). The Administrative Agent may effect such amendments Notwithstanding the foregoing, any increase in the Commitment of any existing Lender in connection with an extension of the Maturity Date pursuant to this Agreement as are reasonably necessary Section 2.14 shall be subject to provide for any such extensions with the consent prior written approval of the Borrower but without the consent of any other Lenderseach L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Cisco Systems, Inc.)

Additional Commitment Lenders. The Borrower shall have the rightright at any time after the date of such Extension Request, but shall not be obligatedat its own expense, on or before the Applicable Maturity Date for to require any Non-Extending Lender, Lender to replace such Non-Extending Lender with, transfer and add as a “Lender” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Administrative Agent, each of which applicable 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 10.049.4) all of its interests, with rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Borrower 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 Commitment Lender”); provided that (x) such Additional Commitment Lenders shallLender that is not already a Lender hereunder nor a Lender Affiliate shall be subject to the approval of each Swingline Lender, each Issuing Lender and the Administrative Agent (such approvals not to be unreasonably withheld); (y) such assignment shall become effective on or before as of the Applicable date of the extension of the Revolving Credit Maturity Date for of the Extending Lenders as provided in Section 2.25(d); and (z) the Additional Commitment Lender shall pay to such Non-Extending LenderLender in immediately available funds on the effective date of such assignment the principal of the Loans, assume Loans (if any, so assigned and, if without duplication of any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed shall be in addition to such Xxxxxx’s outstanding Loans hereunder on such date). The Administrative Agent may effect such amendments to interest or fees payable under this Agreement as are reasonably necessary to provide for any after the effective date of such extensions with the consent of assignment, the Borrower but without shall pay interest accrued and unpaid to the consent date of any assignment on the Loans, if any, made by such assigning Non-Extending Lender hereunder and all other Lendersfees accrued and unpaid for its account or owed to it hereunder.

Appears in 1 contract

Samples: Credit Agreement (CBS Corp)

Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, on or before the Applicable Maturity Date for any Non-Extending Lender, right to replace such each Non-Extending Lender with, and add as a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees acceptable to the Administrative Agent (each, an “Additional Commitment Lender”) approved by the Administrative Agent, as provided in Section 10.13; provided that each of which applicable such Additional Commitment Lenders shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the 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 Lender shall, effective on or before as of the Applicable Maturity Date for such Non-Extending LenderAnniversary Date, assume Loans undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Commitment shall be in addition to such XxxxxxLender’s outstanding Loans Commitment hereunder on such date). The Administrative Agent may effect such amendments , provided that the Extending Lenders shall have the right to this Agreement as are reasonably necessary increase their Commitment up to provide for any such extensions with the consent amount of the Non-Extending Lenders’ Commitment before the Borrower but without the consent of any other Lenderswill be permitted to substitute an Additional Commitment Lender for a Non-Extending Lender.

Appears in 1 contract

Samples: Altera Credit Agreement (Altera Corp)

Additional Commitment Lenders. The Borrower 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 a LenderLenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by with the approval of the Administrative AgentAgent (and, with respect to prospective Additional Commitment Lenders under the Revolving Credit Facility, the Swingline Loan Lender and the Issuing Lender), each of which applicable 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 10.04, with Borrower and the Borrower 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 Loans undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a LenderLender under the Revolving Credit Facility, its outstanding Loans so assumed Revolving Credit Commitment shall be in addition to such Xxxxxx’s outstanding Loans Revolving Credit Commitment hereunder on such date). The Administrative Agent may effect , in each case in replacement of the applicable Non-Extending Lender, and shall have purchased such amendments to Non-Extending Lenders outstanding Loans at par, and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement as are reasonably necessary to provide for any such extensions with under the consent of the Borrower but without the consent of any other Lendersapplicable facility.

Appears in 1 contract

Samples: Credit Agreement (Richardson Electronics, Ltd.)

Additional Commitment Lenders. The Borrower shall have the right, but shall not be obligated, on or before the Applicable Maturity Date for any Non-Extending right to replace each Non‑Extending Lender, to replace at any time after such Lender becomes a Non-Extending Lender with, and add as a “Lender” "Lenders" under this Agreement in place thereofthereof (subject to the approval of the Administrative Agent, the L/C Issuers and the Swing Line Lender, which approval shall not be unreasonably withheld or delayed), one or more financial institutions that are Eligible Assignees (each, an "Additional Commitment Lender") approved by the Administrative Agent, as provided in Section 10.13; provided that each of which applicable such Additional Commitment Lenders shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the 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 Lender shall, effective on or before no later than the Applicable Existing Maturity Date for such Non-Extending LenderDate, assume Loans undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its outstanding Loans so assumed Commitment shall be in addition to such Xxxxxx’s outstanding Loans Lender's Commitment hereunder on such date). The Administrative Agent may effect such amendments Notwithstanding the foregoing, any increase in the Commitment of any existing Lender in connection with an extension of the Maturity Date pursuant to this Agreement as are reasonably necessary Section 2.14 shall be subject to provide for any such extensions with the consent prior written approval of the Borrower but without the consent of any other Lenderseach L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Cisco Systems, Inc.)

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