Common use of Additional Lenders Clause in Contracts

Additional Lenders. The Borrower shall have the right on or before the applicable Existing Maturity Date to replace each Non-Extending Lender under the applicable Facility with, and add as “Revolving Lenders” or “Term Lenders” as the case may be under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Lender”) with the consent of any party whose consent is required by Section 11.7, each of which Additional Lenders shall have entered into an Assignment and Assumption pursuant to which such Additional Lender shall, effective as of the applicable Existing Maturity Date, (i) with respect to any Term Loan Facility, assume the Term Loans of such Non-Extending Lender under such Term Loan Facility set forth in such Assignment and Assumption (and, if any such Additional Lender is already a Term Lender under such Term Loan Facility, such Term Loans under such Term Loan Facility so assigned and assumed shall be in addition to the Term Loans of such Term Lender hereunder under such Term Loan Facility on such date) and (ii) with respect to any Revolving Credit Facility, assume the Revolving Loans and Revolving Commitments of such Non-Extending Lender under such Revolving Loan Facility set forth in such Assignment and Assumption (and, if any such Additional Lender is already a Revolving Lender, its Revolving Loans and Revolving Commitment shall be in addition to such Revolving Lender’s Revolving Loans and Revolving Commitment hereunder on such date).

Additional Lenders. The If (and only if) the Requisite Lenders have agreed to extend the Revolving Loan Commitment Termination Date and/or Term Loan Maturity Date, as applicable, then in effect hereunder, the Borrower shall have the right on or before at any time prior to the date thirty (30) days prior to the existing Revolving Loan Table of Contents Commitment Termination Date and/or Term Loan Maturity Date, as applicable, applicable Existing Maturity Date to replace each any Non-Extending Lender under the applicable Facility to replace such Non-Extending Lender with, and add as “Revolving Lenders” or “Term Lenders” as the case may be under this Agreement in place thereofAgreement, one or more Eligible Assignees Persons which would be permitted assignees pursuant to subsection 10.1 (each, an “Additional Lender”) in accordance with the consent of any party whose consent is required by Section 11.7, provisions contained in subsection 10.1; provided that (i) each of which such Additional Lenders shall have entered into an Assignment and Assumption pursuant to which such Additional Lender shall, effective as of the applicable Existing Maturity Datedate of the Assignment and Assumption, (ia) with respect to any Term Loan Facility, assume the Term Loans of such Non-Extending Lender under such Term Loan Facility set forth in such Assignment and Assumption (and, if any such Additional Lender is already undertake a Term Lender under such Term Loan Facility, such Term Loans under such Term Loan Facility so assigned and assumed shall be in addition to the Term Loans of such Term Lender hereunder under such Term Loan Facility on such date) and (ii) with respect to any Revolving Credit Facility, assume the Revolving Loans and Revolving Commitments of such Non-Extending Lender under such Revolving Loan Facility set forth in such Assignment and Assumption Commitment (and, if any such Additional Lender is already a Revolving Lender, its Revolving Loans and Revolving Loan Commitment shall be in addition to such Revolving Lender’s Revolving Loans and Revolving Loan Commitment hereunder on such date) and/or (b) purchase such Non-Extending Lender’s outstanding Term Loans, as applicable, and (ii) the Non-Extending Lender assignor shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts then due and payable to it hereunder, as applicable, from the Additional Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts).

Additional Lenders. The Borrower Company shall have the right right, but shall not be obligated, on or before the applicable Existing Maturity Date to replace each for any Non-Extending Lender under the applicable Facility to replace such Non-Extending Lender with, and add as “Revolving Lenders” or “Term Lenders” as the case may be under this Agreement in place thereof, one or more Eligible Assignees banks, financial institutions or other entities that are not Ineligible Institutions (each, an “Additional Lender”) approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the consent of any party whose consent is required by procedures provided in Section 11.72.19(b), each of which Additional 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 Lender Lenders shall, effective as of on or before the applicable Existing Maturity Date, (i) with respect to any Term Loan Facility, assume the Term Loans of Date for such Non-Extending Lender under such Term Loan Facility set forth in such Assignment and Assumption Lender, assume the applicable Loans (and, if any such Additional Lender is already a Term Lender under such Term Loan Facility, such Term Loans under such Term Loan Facility so assigned and assumed shall be in addition to the Term Loans of such Term Lender hereunder under such Term Loan Facility on such date) and (ii) with respect to any Revolving Credit Facility, assume the Revolving Loans and Revolving Commitments of such Non-Extending Lender under such Revolving Loan Facility set forth in such Assignment and Assumption (and, if any such Additional Lender is already a Revolving Lender, its Revolving Loans and Revolving Commitment Loan shall be in addition to such Revolving Lender’s Revolving Loans and Revolving Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional 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 Lenders. The Borrower shall have Pursuant to Sections 12.1 and 12.6 of the right on or before the applicable Existing Maturity Date to replace each Non-Extending Lender under the applicable Facility with, and add as “Revolving Lenders” or “Term Lenders” as the case may be under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Lender”) with the consent of any party whose consent is required by Section 11.7Credit Agreement, each of which the Company, the Administrative Agent, each Issuing Lender and the Swingline Lender hereby consents to (a) allowing the undersigned additional lenders (the “Additional Lenders”) to become party to the Credit Agreement as Lenders and (b) the assignment and reallocation at par of certain of the Existing Lenders’ Revolving Credit Commitments, Revolving Credit Loans and participations in Letters of Credit as in effect immediately prior to the Fifth Amendment Effective Date (the “Assigned Interests”) such that after giving effect to such assignments and reallocations and taking into account any new money Revolving Credit Commitments of the Lenders, the Revolving Credit Commitment and Revolving Credit Commitment Percentage for each Lender shall equal those set forth opposite such Lender’s name on Schedule 1A hereto and such schedule shall replace and supersede Schedule 1A to the Existing Credit Agreement. With respect to the foregoing assignments and reallocations, upon the Fifth Amendment Effective Date, each Lender (including any Additional Lender) shall be deemed to have entered into acquired its portion of the Assigned Interests allocated to it pursuant to the terms of an Assignment and Assumption pursuant attached as Exhibit A to which the Credit Agreement as if each such Additional Lender shall, effective as of the applicable Existing Maturity Date, (i) had executed an Assignment and Assumption with respect to any Term Loan Facilitysuch assignment and reallocation of Assigned Interests and such assignments and reallocations shall otherwise occur upon the Fifth Amendment Effective Date pursuant to mechanics reasonably determined by the Administrative Agent. On and after the Fifth Amendment Effective Date, assume each Additional Lender shall be a party to the Term Loans Credit Agreement and have the rights and obligations of such Non-Extending a Lender under such Term the Credit Agreement, this Amendment and the other Loan Facility set forth in such Assignment and Assumption (and, if any such Additional Lender is already a Term Lender under such Term Loan Facility, such Term Loans under such Term Loan Facility so assigned and assumed shall be in addition to the Term Loans of such Term Lender hereunder under such Term Loan Facility on such date) and (ii) with respect to any Revolving Credit Facility, assume the Revolving Loans and Revolving Commitments of such Non-Extending Lender under such Revolving Loan Facility set forth in such Assignment and Assumption (and, if any such Additional Lender is already a Revolving Lender, its Revolving Loans and Revolving Commitment shall be in addition to such Revolving Lender’s Revolving Loans and Revolving Commitment hereunder on such date)Documents.

Additional Lenders. The Borrower If (and only if) the Required Lenders have agreed to extend the Maturity Date then in effect hereunder, the Company shall have the right on or before at any time prior to the applicable Existing existing Maturity Date applicable to replace each any Non-Extending Lender under the applicable Facility to replace such Non-Extending Lender with, and add as “Revolving Lenders” or “Term Lenders” as the case may be under this Agreement in place thereofAgreement, one or more Eligible Assignees Persons which would be permitted assignees pursuant to Section 9.04 (each, an “Additional Lender”) in accordance with the consent of any party whose consent is required by provisions contained in Section 11.7, 9.04; provided that (i) each of which such Additional Lenders shall have entered into an Assignment and Assumption pursuant to which such Additional Lender shall, effective as of the applicable Existing Maturity Date, (i) with respect to any Term Loan Facility, assume date of the Term Loans of such Non-Extending Lender under such Term Loan Facility set forth in such Assignment and Assumption Assumption, undertake a Commitment (and, if any such Additional Lender is already a Term Lender under such Term Loan FacilityLender, such Term Loans under such Term Loan Facility so assigned and assumed its Commitment shall be in addition to the Term Loans of such Term Lender Lender’s Commitment hereunder under such Term Loan Facility on such date) and (ii) with respect to any Revolving Credit Facility, assume the Revolving Loans and Revolving Commitments of such Non-Extending Lender under such Revolving Loan Facility set forth assignor shall have received payment of an amount equal to the outstanding principal of its Loans and participations in such Assignment LC Disbursements and Assumption (andSwingline Loans, if any such accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Additional Lender is already a Revolving Lender, its Revolving Loans (to the extent of such outstanding principal and Revolving Commitment shall be accrued interest and fees) or the Company (in addition to such Revolving Lender’s Revolving Loans and Revolving Commitment hereunder on such datethe case of all other amounts).

Additional Lenders. The If (and only if) the Requisite Lenders have agreed to extend the Revolving Loan Commitment Termination Date and/or Term Loan Maturity Date, as applicable, then in effect hereunder, the Borrower shall have the right on or before at any time prior to the date thirty (30) days prior to the existing Revolving Loan Commitment Termination Date and/or Term Loan Maturity Date, as applicable, applicable Existing Maturity Date to replace each any Non-Extending Lender under the applicable Facility to replace suchapplicable Extension Date to replace any Non-Extending Lender with, and add as “Revolving Lenders” or “Term Lenders” as the case may be under this Agreement in place thereofAgreement, one or more Eligible Assignees Persons which would be permitted assignees pursuant to subsection 10.1 (each, an “Additional Lender”) in accordance with the consent of any party whose consent is required by Section 11.7, provisions contained in subsection 10.1; provided that (i) each of which such Additional Lenders shall have entered into an Assignment and Assumption AssumptionAgreement pursuant to which such Additional Lender shall, effective as of the applicable Existing Maturity Datedate of the Assignment and AssumptionAgreement, (ia) with respect to any Term Loan Facility, assume the Term Loans of such Non-Extending Lender under such Term Loan Facility set forth in such Assignment and Assumption (and, if any such Additional Lender is already undertake a Term Lender under such Term Loan Facility, such Term Loans under such Term Loan Facility so assigned and assumed shall be in addition to the Term Loans of such Term Lender hereunder under such Term Loan Facility on such date) and (ii) with respect to any Revolving Credit Facility, assume the Revolving Loans and Revolving Commitments of such Non-Extending Lender under such Revolving Loan Facility set forth in such Assignment and Assumption Commitment (and, if any such Additional Lender is already a Revolving Lender, its Revolving Loans and Revolving Loan Commitment shall be in addition to such Revolving Lender’s Revolving Loans and Revolving Loan Commitment hereunder on such date) and/or (b) purchase such Non-Extending Lender’s outstanding Term Loans, as applicable, and (ii) the Non-Extending Lender assignor shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts then due and payable to it hereunder, as applicable, from the Additional Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts).

Additional Lenders. The Borrower Company shall have the right right, but shall not be obligated, on or before the applicable Existing Maturity Date to replace each for any Non-Extending Lender under the applicable Facility to replace such Non-Extending Lender with, and add as “Revolving Lenders” or “Term Lenders” as the case may be under this Agreement in place thereof, one or more Eligible Assignees banks, financial institutions or other entities that are not Ineligible Institutions (each, an “Additional Lender”) approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the consent of any party whose consent is required by procedures provided in Section 11.72.19(b), each of which Additional 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 Lender Lenders shall, effective as of on or before the applicable Existing Maturity Date, (i) with respect to any Term Loan Facility, assume the Term Loans of Date for such Non-Extending Lender under such Term Loan Facility set forth in such Assignment and Assumption Lender, assume the applicable Loans (and, if any such Additional Lender is already a Term Lender under such Term Loan Facility, such Term Loans under such Term Loan Facility so assigned and assumed shall be in addition to the Term Loans of such Term Lender hereunder under such Term Loan Facility on such date) and (ii) with respect to any Revolving Credit Facility, assume the Revolving Loans and Revolving Commitments of such Non-Extending Lender under such Revolving Loan Facility set forth in such Assignment and Assumption (and, if any such Additional Lender is already a Revolving Lender, its Revolving Loans and Revolving Commitment Loan shall be in addition to such Revolving Lender’s Revolving Loans and Revolving Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional 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 #91672042V18 45 are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.