Common use of New Lenders Clause in Contracts

New Lenders. Following any Extension Request made by the Borrowers in accordance with this Section 2.18, if the Term Lenders shall have declined to agree during the period specified in Section 2.18(b) above to provide Extended Term Loan in an aggregate principal amount equal to the amount requested by the Borrowers in such Extension Request, the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Term Loan of such Additional Extending Lenders (i) shall be in an aggregate principal amount for all such Additional Extending Lenders not to exceed the aggregate principal amount of Extended Term Loan so declined to be provided by the existing Term Lenders and (ii) shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Term Loan provided by existing Term Lenders in respect thereof) and, if a new tranche of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date; provided further that, as a condition to the effectiveness of any Extended Term Loan or term loan commitment of any Additional Extending Lender, the Agent shall have consented (such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon the earlier of the Termination Date (including a deemed Termination Date in accordance with clause (C) of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal to the Extended Term Loans provided by Additional Extending Lenders and (b) the term loan commitment of each such Additional Extending Lender will become effective. The Extended Term Loans of Additional Extending Lenders will be incorporated as Term Loans hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18.

New Lenders. Following At the Effective Time, the Preferred Stockholders, any Extension Request made by of their affiliates or any of their designees (any such purchaser, a "New Lender") shall purchase: (i) Tranche B Term Loans and the Borrowers Tranche C Term Loans (as such terms are defined in accordance with this Section 2.18the Term Credit Agreement) under the Term Credit Agreement (collectively, the "Term Loans"), if the Term Lenders shall have declined to agree during the period specified in Section 2.18(b) above to provide Extended Term Loan any, in an aggregate principal amount equal to the amount requested by the Borrowers in such Extension Request, the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending LenderA) provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Term Loan of such Additional Extending Lenders (i) shall be in an aggregate principal amount for all such Additional Extending Lenders not to exceed the aggregate principal amount of Extended Tranche B Term Loans and the Tranche C Term Loans outstanding immediately prior to the Effective Time plus any accrued and unpaid interest thereon minus (B) the Term Loan so declined to be provided by the existing Term Lenders and Reduction Amount; and (ii) shall be on identical Tranche B Commitments (including any Tranche B Loans outstanding with respect to such Tranche B Commitments) and Tranche C Commitments (including any Tranche C Loans outstanding with respect to such Tranche C Commitments) (collectively, the "Revolver Commitments"), as all such terms to the terms applicable to the terms specified are defined in the applicable Extension Request (and any Extended Term Loan provided by existing Term Lenders in respect thereof) andRevolving Credit Agreement, if a new tranche of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date; provided further thatany, as a condition to the effectiveness of any Extended Term Loan or term loan commitment of any Additional Extending Lender, the Agent shall have consented (such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon the earlier of the Termination Date (including a deemed Termination Date in accordance with clause (C) of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal to (A) Tranche B Commitments (including any Tranche B Loans outstanding with respect to such Tranche B Commitments) and Tranche C Commitments (including any Tranche C Loans outstanding with respect to such Tranche C Commitments) as in effect immediately prior to the Extended Effective Time plus any accrued and unpaid interest thereon minus (B) the Revolving Loan Reduction Amount; provided, that the aggregate amount of such Term Loans provided by Additional Extending Lenders and Revolver Commitments so purchased shall in no event exceed the Guaranteed Amount; provided, further, that immediately prior to the Effective Time, Acquiror shall have paid (or caused its applicable Acquiror Subsidiary to pay) in full in cash all unpaid interest (as of the Effective Time) on, and any other fees, claims, indemnifications or other amounts accrued and owing up to and as of the Effective Time, whether or not then required to be paid, (1) in respect of all of the Tranche B Term Loans and the Tranche C Term Loans under the Term Credit Agreement or otherwise to the holders thereof (other than any New Lenders) under the Term Credit Agreement and the documents and instruments relating thereto, and (b2) in respect of the term loan commitment of each such Additional Extending Lender will become effective. The Extended Term Tranche B Commitments and the Tranche C Commitments (including all outstanding the Tranche B Loans of Additional Extending Lenders will be incorporated as Term Loans hereunder in and the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant Tranche C Loans) under the Revolving Credit Agreement or otherwise to this Section 2.18the holders thereof (other than any New Lenders) under the Revolving Credit Agreement and the documents and instruments relating thereto.

New Lenders. Following any Extension Request made by the Borrowers Borrower in accordance with this Section 2.18Sections 2.13(a) and 2.13(b), if the Term Lenders shall have declined to agree during the period specified in Section 2.18(b2.13(b) above to provide Extended Term Loan Loans in an aggregate principal amount equal to the amount requested by the Borrowers Borrower in such Extension Request, the Borrowers Borrower may request that banks, financial institutions or other institutional lenders or investors other than the Lenders or Extending Lenders (including any Extending Lender) the “New Lenders”), which New Lenders may elect to provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the each, a “Additional Extending LendersNew Loan”); provided that such Extended Term Loan Loans of such Additional Extending New Lenders (i) shall be in an aggregate principal amount for all such Additional Extending New Lenders not to exceed the aggregate principal amount of Extended Term Loan Loans so declined to be provided by the existing Term Lenders and (ii) shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Term Loan Loans provided by existing Term Lenders in respect thereof) and, if a new tranche of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date); provided further that, as a condition to the effectiveness of any Extended Term Loan or term loan commitment Loans of any Additional Extending New Lender, the Administrative Agent shall have consented (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) to each Additional Extending LenderNew Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Loans to such Person. Upon the earlier of the Termination Date (including a deemed Termination Date in accordance with clause (C) of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal Notwithstanding anything herein to the contrary, any Extended Term Loans provided by Additional Extending New Lenders and (b) the term loan commitment of shall be pro rata to each such Additional Extending Lender will become effectiveNew Lender. The Extended Term Loans of Additional Extending New Lenders will be incorporated as Term Loans hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.182.13, and for the avoidance of doubt, all Borrowings and repayments of Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Loans including such New Lenders (based on the outstanding principal amounts of the respective Classes of Loans) except for (x) payments of interest and fees at different rates for each Class of Loans (and related outstanding amounts thereof) and (y) repayments required on the Termination Date for any particular Class of Loans.

New Lenders. Following any Extension Request made by the Borrowers Borrower in accordance with this Section 2.18Sections 2.13(a) and 2.13(b), if the Term Lenders shall have declined to agree during the period specified in Section 2.18(b2.13(b) above to provide Extended Term Loan Loans in an aggregate principal amount equal to the amount requested by the Borrowers Borrower in such Extension Request, the Borrowers Borrower may request that Lenders and/or banks, financial institutions or other institutional lenders or investors other than the Lenders or Extending Lenders (including any Extending Lender) in such capacities, the “New Lenders”), which New Lenders may elect to provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the each, a “Additional Extending LendersNew Loan”); provided that such Extended Term Loan Loans of such Additional Extending New Lenders (i) shall be in an aggregate principal amount for all such Additional Extending New Lenders not to exceed the aggregate principal amount of Extended Term Loan Loans so declined to be provided by the existing Term Lenders and (ii) shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Term Loan Loans provided by existing Term Lenders in respect thereof) and, if a new tranche of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date); provided further that, as a condition to the effectiveness of any Extended Term Loan or term loan commitment Loans of any Additional Extending New Lender, the Administrative Agent shall have consented (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) to each Additional Extending LenderNew Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Loans to such Person. Upon the earlier of the Termination Date (including a deemed Termination Date in accordance with clause (C) of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal Notwithstanding anything herein to the contrary, any Extended Term Loans provided by Additional Extending New Lenders and (b) the term loan commitment of shall be pro rata to each such Additional Extending Lender will become effectiveNew Lender. The Extended Term Loans of Additional Extending New Lenders will be incorporated as Term Loans hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.182.13, and for the avoidance of doubt, all Borrowings and repayments of Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Loans including such New Lenders (based on the outstanding principal amounts of the respective Classes of Loans) except for (x) payments of interest and fees at different rates for each Class of Loans (and related outstanding amounts thereof) and (y) repayments required on the Termination Date for any particular Class of Loans.

New Lenders. Following (a) Pursuant to Section 2.06(f) of the Credit Agreement and subject to the terms and conditions hereof, on the Effective Date, each undersigned New Lender hereby agrees to make its respective Commitment to the Borrower effective on and as of the Effective Date. Each such Commitment shall constitute a “Commitment” for all purposes of the Credit Agreement and the other Loan Documents. The terms of each such Commitment of each New Lender shall be the same as the other Commitments made under the Credit Agreement. (b) On the Effective Date, in connection with the adjustments to any Extension Request made outstanding Loans and participation interests contemplated by Section 2.06(f)(iv) of the Credit Agreement, each New Lender shall make a payment to the Administrative Agent, for account of the other Lenders, in an amount calculated by the Borrowers Administrative Agent in accordance with this Section 2.18such section, if so that after giving effect to such payment and to the Term distribution thereof to the other Lenders in accordance with such section, the Loans are held ratably by the Lenders in accordance with the respective Commitments of the Lenders (after giving effect to the Commitment of the New Lenders occurring on the date hereof). (c) As of the Effective Date, each New Lender shall become a Lender under the Credit Agreement and shall have declined to agree during all rights of a Lender under the period specified in Section 2.18(bCredit Agreement and any other documents or instruments delivered pursuant thereto. (d) above to provide Extended Term Loan in an aggregate principal amount equal Each New Lender (a) represents and warrants to the amount requested by the Borrowers in such Extension Request, the Borrowers may request Administrative Agent and each existing Lender that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Term Loan of such Additional Extending Lenders (i) from and after the Effective Date, it shall be in an aggregate principal amount for all such Additional Extending Lenders not to exceed the aggregate principal amount of Extended Term Loan so declined to be provided bound by the existing Term Lenders provisions of the Credit Agreement as a Lender thereunder and, to the extent of such New Lender’s Commitment set forth opposite such New Lender’s name on Schedule 1.01(B), shall have the obligations of a Lender thereunder, and (ii) shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Term Loan provided by existing Term Lenders in respect thereof) and, if it has received a new tranche of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date; provided further that, as a condition to the effectiveness of any Extended Term Loan or term loan commitment of any Additional Extending Lender, the Agent shall have consented (such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon the earlier copy of the Termination Date (including a deemed Termination Date in accordance Credit Agreement, together with clause (C) copies of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree)consolidated statement of assets and liabilities and the related consolidated statements of operations, (a) the Term Loans changes in net assets and cash flows and related schedule of investments of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal Borrower and its Subsidiaries as of and for the fiscal year ended December 31, 2012 and the fiscal quarter ended September 30, 2013, delivered pursuant to the Extended Term Loans provided by Additional Extending Lenders Sections 5.01(a) and (b) thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to make the term loan commitment Commitment set forth opposite such New Lender’s name on Schedule 1.01(B) on the basis of each which it has made such Additional Extending Lender analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will become effective. The Extended Term Loans perform in accordance with their terms all of Additional Extending Lenders will the obligations which by the terms of the Loan Documents are required to be incorporated performed by it as Term Loans hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18a Lender.

New Lenders. Following any Extension Request made by the Borrowers Borrower in accordance with this Section 2.18Sections 2.13(a) and 2.13(b), if the Term Lenders shall have declined to agree during the period specified in Section 2.18(b2.13(b) above to provide Extended Term Loan Loans in an aggregate principal amount equal to the amount requested by the Borrowers Borrower in such Extension Request, the Borrowers Borrower may request that Lenders and/or banks, financial institutions or other institutional lenders or investors other than the Lenders (including any Extending Lender) in such capacities, the “New Lenders”), which New Lenders may elect to provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the each, a “Additional Extending LendersNew Loan”); provided that such Extended Term Loan Loans of such Additional Extending New Lenders (i) shall be in an aggregate principal amount for all such Additional Extending New Lenders not to exceed the aggregate principal amount of Extended Term Loan Loans so declined to be provided by the existing Term Lenders and (ii) shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Term Loan Loans provided by existing Term Lenders in respect thereof) and, if a new tranche of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date); provided further that, as a condition to the effectiveness of any Extended Term Loan or term loan commitment Loans of any Additional Extending New Lender, the Administrative Agent shall have consented (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) to each Additional Extending LenderNew Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Loans to such Person. Upon the earlier of the Termination Date (including a deemed Termination Date in accordance with clause (C) of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal Notwithstanding anything herein to the contrary, any Extended Term Loans provided by Additional Extending New Lenders and (b) the term loan commitment of shall be pro rata to each such Additional Extending Lender will become effectiveNew Lender. The Extended Term Loans of Additional Extending New Lenders will be incorporated as Term Loans hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.182.13, and for the avoidance of doubt, all Borrowings and repayments of Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Loans including such New Lenders (based on the outstanding principal amounts of the respective Classes of Loans) except for (x) payments of interest and fees at different rates for each Class of Loans (and related outstanding amounts thereof) and (y) repayments required on the Termination Date for any particular Class of Loans.

New Lenders. Following During the period from the first anniversary of the Effective Date to the Termination Date with the consent of the Borrowers and upon notification to the Agent, one or more additional banks or financial institutions may become a party to this Agreement by executing an addendum hereto with the Obligors and the Agent, substantially in the form of Exhibit G, whereupon such bank or financial institution (each, a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that, after giving effect to such addition, (i) the aggregate Commitments shall not exceed $1,000,000,000 and (ii) no Lender shall have a Commitment which equals or exceeds 25% of the aggregate Commitments. Effective as of the date on which any Extension Request made such New Lender becomes a Lender pursuant to the provisions of this Section 2.13, the aggregate Commitments shall be increased by the Borrowers in accordance with this Section 2.18, if the Term Lenders amount of such New Lender's Commitment. Each New Lender undertaking a Commitment shall have declined make Loans hereunder to agree during the period specified in Section 2.18(b) above to provide Extended Term Loan in an aggregate principal amount equal to the amount requested by the Borrowers in such Extension Requestamounts as shall be necessary to cause the outstanding amount of such New Lender's share of the Syndicated Loans of all Lenders, expressed as a percentage, to be equal to such New Lender's Commitment Percentage. The proceeds of such Loans shall be applied by the Agent on behalf of the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Term Loan of such Additional Extending Lenders (i) shall be in an aggregate principal amount for all such Additional Extending Lenders not to exceed the aggregate principal amount of Extended Term Loan so declined to be provided by the existing Term Lenders and (ii) shall be on identical terms to the terms applicable partial repayment of the other Lenders' Loans to the terms specified in the applicable Extension Request extent necessary to effect such proration (and any Extended Term Loan provided by existing Term Lenders in respect thereof) and, if a new tranche the pro-rata and sharing provisions of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder Section 4.02 shall not be earlier than the Termination Date; provided further that, as a condition applicable to such payment). Notwithstanding anything herein to the effectiveness contrary, if there are Eurodollar Loans outstanding to any Borrower, a financial institution that becomes a New Lender will make Eurodollar Loans to such Borrower (pro rata according to its Commitment Percentage) having Interest Periods corresponding to the then unexpired portions of any Extended Term Loan or term loan commitment the respective Interest Periods of any Additional Extending Lendersuch Eurodollar Loans and bearing interest at a rate equal to the respective interest rates then applicable to such Eurodollar Loans. Promptly following the addition of a New Lender hereunder, the Agent shall have consented (advise the Lenders of such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon the earlier addition, of the Termination Date (including a deemed Termination Date in accordance with clause (C) amount of its Commitment and of the proviso to Section 2.18(a) above) or such earlier date as amount of any declining Term Lenders may agree), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal to the Extended Term Loans provided by Additional Extending Lenders and (b) the term loan commitment of each such Additional Extending Lender will become effective. The Extended Term Loans of Additional Extending Lenders will be incorporated as Term Loans borrowing from it hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18made simultaneously upon its addition.

New Lenders. Following any Extension Request made by the Borrowers in accordance with this Section 2.18, if the Revolving Lenders and/or Term Lenders Lenders, as applicable, shall have declined to agree during the period specified in Section 2.18(b) above to provide Extended Revolving Commitments or Extended Term Loan Loans in an aggregate principal amount equal to the amount requested by the Borrowers in such Extension Request, the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Revolving Commitment or an extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Revolving Commitments or Extended Term Loan Loans of such Additional Extending Lenders (i) shall be in an aggregate principal amount for all such Additional Extending Lenders not to exceed the aggregate principal amount of Extended Revolving Commitments or Extended Term Loan Loans so declined to be provided by the existing Term Lenders and (ii) shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Revolving Commitments or Extended Term Loan Loans, as applicable, provided by existing Term Lenders in respect thereof) and, if a new tranche of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Term Loan Termination Date; provided further that, as a condition to the effectiveness of any Extended Revolving Commitment or Extended Term Loan or term loan commitment of any Additional Extending Lender, the Agent shall have consented (such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon Upon (1) the earlier of the Revolving Termination Date (including a deemed Revolving Termination Date in accordance with clause (B) of the proviso to Section 2.18(a) above, (or, if applicable, any Extended Termination Date occurring after the Revolving Termination Date) or such earlier date as any declining Revolving Lenders may agree), (a) the Revolving Commitments of the applicable declining Revolving Lenders will be terminated pro rata with the Commitments of other applicable declining Revolving Lenders by an aggregate amount equal to the aggregate principal amount of the Extended Revolving Commitments and the term loan commitments of such Additional Extending Lenders and (b) the Revolving Commitment or term loan commitment of each such Additional Extending Lender will become effective, and (2) the earlier of the Term Loan Termination Date (including a deemed Term Loan Termination Date in accordance with clause (C) of the proviso to Section 2.18(a) above) (or, if applicable, any Extended Termination Date occurring after the Term Loan Termination Date) or such earlier date as any declining Term Lenders may agree), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal to the Extended Term Loans provided by Additional Extending Lenders and (b) the term loan commitment of each such Additional Extending Lender will become effective. The Extended Revolving Commitments and/or Extended Term Loans of Additional Extending Lenders will be incorporated as Revolving Commitments or Term Loans hereunder in the same manner in which Extended Revolving Commitments of existing Revolving Lenders or Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18.

New Lenders. Following During the period from the first anniversary of ----------- the Effective Date to the Termination Date with the consent of the Borrowers and upon notification to the Agent, one or more additional banks or financial institutions may become a party to this Agreement by executing an addendum hereto with the Obligors and the Agent, substantially in the form of Exhibit G, whereupon such bank or financial institution (each, a "New Lender") shall become ---------- a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that, after giving effect to such addition, (i) the aggregate -------- Commitments shall not exceed $1,000,000,000 and (ii) no Lender shall have a Commitment which equals or exceeds 25% of the aggregate Commitments. Effective as of the date on which any Extension Request made such New Lender becomes a Lender pursuant to the provisions of this Section 2.13, the aggregate Commitments shall be increased by the Borrowers in accordance with this Section 2.18, if the Term Lenders amount of such New Lender's Commitment. Each New Lender undertaking a Commitment shall have declined make Loans hereunder to agree during the period specified in Section 2.18(b) above to provide Extended Term Loan in an aggregate principal amount equal to the amount requested by the Borrowers in such Extension Requestamounts as shall be necessary to cause the outstanding amount of such New Lender's share of the Syndicated Loans of all Lenders, expressed as a percentage, to be equal to such New Lender's Commitment Percentage. The proceeds of such Loans shall be applied by the Agent on behalf of the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Term Loan of such Additional Extending Lenders (i) shall be in an aggregate principal amount for all such Additional Extending Lenders not to exceed the aggregate principal amount of Extended Term Loan so declined to be provided by the existing Term Lenders and (ii) shall be on identical terms to the terms applicable partial repayment of the other Lenders' Loans to the terms specified in the applicable Extension Request extent necessary to effect such proration (and any Extended Term Loan provided by existing Term Lenders in respect thereof) and, if a new tranche the pro- rata and sharing provisions of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder Section 4.02 shall not be earlier than the Termination Date; provided further that, as a condition applicable to such payment). Notwithstanding anything herein to the effectiveness contrary, if there are Eurodollar Loans outstanding to any Borrower, a financial institution that becomes a New Lender will make Eurodollar Loans to such Borrower (pro rata -------- according to its Commitment Percentage) having Interest Periods corresponding to the then unexpired portions of any Extended Term Loan or term loan commitment the respective Interest Periods of any Additional Extending Lendersuch Eurodollar Loans and bearing interest at a rate equal to the respective interest rates then applicable to such Eurodollar Loans. Promptly following the addition of a New Lender hereunder, the Agent shall have consented (advise the Lenders of such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon the earlier addition, of the Termination Date (including a deemed Termination Date in accordance with clause (C) amount of its Commitment and of the proviso to Section 2.18(a) above) or such earlier date as amount of any declining Term Lenders may agree), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal to the Extended Term Loans provided by Additional Extending Lenders and (b) the term loan commitment of each such Additional Extending Lender will become effective. The Extended Term Loans of Additional Extending Lenders will be incorporated as Term Loans borrowing from it hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18made simultaneously upon its addition.

New Lenders. Following any Extension Request made by the Borrowers in accordance with this Section 2.18, if the Term Lenders shall have declined to agree during the period specified in Section 2.18(b) above to provide Extended Term Loan in an aggregate principal amount equal to the amount requested by the Borrowers in such Extension Request, the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Term Loan of such Additional Extending Lenders (i) shall be in an aggregate principal amount for all such Additional Extending Lenders not to exceed the aggregate principal amount of Extended Term Loan so declined to be provided by the existing Term Lenders and (ii) shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Term Loan provided by existing Term Lenders in respect thereof) and, if a new tranche of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date; provided further that, as a condition to the effectiveness of any Extended Term Loan or term loan commitment of any Additional Extending Lender, the Agent shall have consented (such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon the earlier of the Termination Date (including a deemed Termination Date in accordance with clause (C) of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal to the Extended Term Loans provided by Additional Extending Lenders and (b) the term loan commitment of each such Additional Extending Lender will become effective. The Extended Term Loans of Additional Extending Lenders will be incorporated as Term Loans hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18.

New Lenders. Following any Extension Request made (a) By execution of this Agreement, each Person identified as a “Lender” on the signature pages hereto that is not a Lender under the Existing Credit Agreement immediately prior to the Fourth Amendment Effective Date (each such Person, a “New Lender”) hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such New Lender shall be deemed to be a party to the Borrowers in accordance with this Section 2.18, if Amended Credit Agreement as of the Term Lenders Fourth Amendment Effective Date and a “Lender” for all purposes of the Amended Credit Agreement and shall have declined all of the obligations of a Lender thereunder. Each New Lender hereby ratifies, as of the Fourth Amendment Effective Date, and agrees to agree during be bound by, all of the period specified terms, provisions and conditions applicable to Lenders contained in the Amended Credit Agreement. Each New Lender acknowledges and agrees to the provisions set forth in Section 2.18(b) above to provide Extended Term 3. Each Loan in an aggregate principal amount equal to Party agrees that, as of the amount requested by the Borrowers in such Extension RequestFourth Amendment Effective Date, the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Term Loan of such Additional Extending Lenders each New Lender shall (i) be a party to the Amended Credit Agreement, (ii) be a “Lender” for all purposes of the Amended Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Amended Credit Agreement and the other Loan Documents. (b) Each New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (B) it satisfies the requirements of an Eligible Assignee, (C) from and after the Fourth Amendment Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to its decision to enter into this Agreement and to become a Lender under the Amended Credit Agreement and either it, or the Person exercising discretion in an aggregate principal amount for all making its decision to enter into this Agreement and to become a Lender under the Amended Credit Agreement, is experienced in transactions of this type, (E) it has received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to the Existing Credit Agreement and such Additional Extending Lenders not other documents and information as it deems appropriate to exceed make its own credit analysis and decision to enter into this Agreement and to become a Lender under the aggregate principal amount of Extended Term Loan so declined Amended Credit Agreement, (F) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and become a Lender under the Amended Credit Agreement, and (G) if it is a Foreign Lender, it has delivered any documentation required to be provided delivered by such New Lender pursuant to the existing Term Lenders terms of the Amended Credit Agreement, duly completed and executed by such New Lender; and (ii) shall be agrees that (A) it will, independently and without reliance on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and Administrative Agent or any Extended Term Loan provided by existing Term Lenders in respect thereof) and, if a new tranche of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date; provided further that, as a condition to the effectiveness of any Extended Term Loan or term loan commitment of any Additional Extending Lender, and based on such documents and information as it shall deem appropriate at the Agent shall have consented time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (such consent not to be unreasonably withheld or delayedB) to each Additional Extending Lender. Upon the earlier of the Termination Date (including a deemed Termination Date it will perform in accordance with clause (C) their terms all of the proviso obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) The address of each New Lender for purposes of Section 2.18(a) above) 10.02 of the Amended Credit Agreement is as set forth in such New Lender’s Administrative Questionnaire delivered by such New Lender to the Administrative Agent on or before the Fourth Amendment Effective Date, or such earlier date other address as any declining Term Lenders may agree), (a) the Term Loans shall be designated by such New Lender in accordance with Section 10.02 of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal to the Extended Term Loans provided by Additional Extending Lenders and (b) the term loan commitment of each such Additional Extending Lender will become effective. The Extended Term Loans of Additional Extending Lenders will be incorporated as Term Loans hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18Amended Credit Agreement.

New Lenders. Following At any Extension Request made time prior to the Termination Date with the ----------- consent of the Borrowers and upon notification to and with consent of the Administrative Agent (which consent shall not be unreasonably withheld), one or more additional banks or financial institutions may become a party to this Agreement by executing an addendum hereto with the Obligors and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank or financial institution (each, a "New Lender") shall become a Lender for ---------- all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that, after -------- giving effect to such addition, (i) the aggregate Commitments shall not exceed $1,500,000,000 and (ii) no Lender shall have a Commitment which equals or exceeds 25% of the aggregate Commitments. Effective as of the date on which any such New Lender becomes a Lender pursuant to the provisions of this Section 2.13, the aggregate Commitments shall be increased by the Borrowers in accordance with this Section 2.18, if the Term Lenders amount of such New Lender's Commitment. Each New Lender undertaking a Commitment shall have declined make Loans hereunder to agree during the period specified in Section 2.18(b) above to provide Extended Term Loan in an aggregate principal amount equal to the amount requested by the Borrowers in such Extension Requestamounts as shall be necessary to cause the outstanding amount of such New Lender's share of the Syndicated Loans of all Lenders, expressed as a percentage, to be equal to such New Lender's Commitment Percentage. The proceeds of such Loans shall be applied by the Administrative Agent on behalf of the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Term Loan of such Additional Extending Lenders (i) shall be in an aggregate principal amount for all such Additional Extending Lenders not to exceed the aggregate principal amount of Extended Term Loan so declined to be provided by the existing Term Lenders and (ii) shall be on identical terms to the terms applicable partial repayment of the other Lenders' Loans to the terms specified in the applicable Extension Request extent necessary to effect such proration (and any Extended Term Loan provided by existing Term Lenders in respect thereof) and, if a new tranche the prorating and sharing provisions of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder Section 4.02 shall not be earlier than the Termination Date; provided further that, as a condition applicable to such payment). Notwithstanding anything herein to the effectiveness of contrary, if there are Eurodollar Loans outstanding to any Extended Term Loan or term loan commitment of any Additional Extending LenderBorrower, a financial institution that becomes a New Lender will make Eurodollar Loans to such Borrower (pro rata according to its --- ---- Commitment Percentage) having Interest Periods corresponding to the Agent shall have consented (such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon the earlier then unexpired portions of the Termination Date (including respective Interest Periods of such Eurodollar Loans and bearing interest at a deemed Termination Date in accordance with clause (C) of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount rate equal to the Extended Term Loans provided by Additional Extending respective interest rates then applicable to such Eurodollar Loans. Promptly following the addition of a New Lender hereunder, the Administrative Agent shall advise the Lenders of such addition, of the amount of its Commitment and (b) of the term loan commitment amount of each such Additional Extending Lender will become effective. The Extended Term Loans of Additional Extending Lenders will be incorporated as Term Loans any borrowing from it hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18made simultaneously upon its addition.

New Lenders. Following any Extension Request made On the Effective Date, each New Lender and Increasing Existing Lender (as hereinafter defined) shall purchase by assignment from the Existing Lenders such portion of the Loans (as defined in the Existing Credit Agreement), if any, owing to them as shall be designated by the Borrowers in accordance with this Section 2.18Administrative Agent such that, if the Term Lenders shall have declined after giving effect to agree during the period specified in Section 2.18(b) above to provide Extended Term Loan in an aggregate principal amount equal to the amount requested by the Borrowers in such Extension Request, the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Term Loan of such Additional Extending Lenders (i) shall be in an aggregate principal amount for all such Additional Extending Lenders not to exceed the aggregate principal amount of Extended Term Loan so declined to be provided by the existing Term Lenders purchases and (ii) shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Term Loan provided by existing Term Lenders in respect thereof) and, if a new tranche of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date; provided further that, as a condition to the effectiveness of any Extended Term Loan or term loan commitment of any Additional Extending Lender, the Agent shall have consented (such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon the earlier of the Termination Date (including a deemed Termination Date in accordance with clause (C) of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree)assignments, (a) the Term outstanding Revolving Loans owing to each Revolving Lender shall equal such Revolving Lender’s Applicable Percentage of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal of Revolving Loans owing to the Extended Term Loans provided by Additional Extending all Revolving Lenders and (b) the outstanding Revenue Bond Loans owing to each Revenue Bond Lender shall equal such Revenue Bond Lender’s Applicable Percentage of the aggregate amount of Revenue Bond Loans owing to all Revenue Bond Lenders. In addition, on the Effective Date, each New Lender and Increasing Existing Lender shall be deemed to have purchased by assignment from the Existing Lenders (and the Existing Lenders shall be deemed to have assigned to the New Lenders and the Increasing Existing Lenders) a portion of the participations (if any) then held by the Existing Lenders in each outstanding Letter of Credit and LC Disbursement, such that, after giving effect to all such deemed purchases and assignments, (i) each Revolving Lender’s participations in outstanding Revolving Letters of Credit and Revolving LC Disbursements shall equal such Revolving Lender’s Applicable Percentage of the aggregate amount of such participations held by all of the Revolving Lenders and (ii) each Revenue Bond Lender’s participations in outstanding Revenue Bond Letters of Credit and Revenue Xxxx XX Disbursements shall equal such Revenue Bond Lender’s Applicable Percentage of the aggregate amount of such participations held by all of the Revenue Bond Lenders. As used herein, the term loan commitment of “Increasing Existing Lender” means each such Additional Extending Existing Lender will become effective. The Extended Term Loans of Additional Extending Lenders will be incorporated whose Aggregate Commitment (as Term Loans hereunder set forth on Schedule 2.01) exceeds its Aggregate Commitment (as defined in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18Existing Credit Agreement) under the Existing Credit Agreement.

New Lenders. Following Except as otherwise provided herein, any Extension Request made Person who qualifies as an Eligible Assignee hereunder may, prior to March 1, 2001, join this Agreement as an additional Lender with a Revolving Credit Commitment (such Person, which may for the purposes of this SECTION 17A be an existing Lender, being herein referred to (with respect to its status under this SECTION 17A as an additional Lender) as the "New Lender") and be entitled to all the rights and interests, and obligated to perform all of the obligations and duties of, a Lender with respect to a specified additional amount of Revolving Credit Commitment hereunder, incremental to the total Revolving Credit Commitment Amount as then existing immediately prior to giving effect to such additional amount, PROVIDED that (a) the Additional Commitment Conditions are satisfied in connection therewith, (b) the New Lender, the Agent, and the Borrowers shall have executed and delivered an instrument of adherence (the "Instrument of Adherence") in form and substance reasonably satisfactory to the New Lender, the Agent and the Borrowers pursuant to which such New Lender shall agree to be bound as a Lender (as to the applicable Additional Commitment Amount and the corresponding Revolving Credit Commitment) by the Borrowers terms and conditions hereof and the other Loan Documents, and to make Revolving Credit Loans and to participate in the issuance, extension, and renewal of Letters of Credit, all in accordance with this Section 2.18Agreement, and which Instrument of Adherence shall specify the maximum amount of credit in addition to the then existing Revolving Credit Commitment Amount that such New Lender agrees to provide hereunder (in each case, the "Additional Commitment Amount") and the New Lender's address for notices, (c) the Additional Commitment Amount provided by any New Lender must total at least $5,000,000 (in integral multiples of $500,000, if in excess of $5,000,000), (d) after giving effect to such Additional Commitment Amount, the Term Lenders Revolving Credit Commitment Amount and the corresponding, aggregate Revolving Credit Commitment shall have declined to agree during not exceed $75,500,000 (or, if less, the period specified in Section 2.18(b) above to provide Extended Term Loan in an aggregate principal amount equal to the amount requested by sum of the Borrowers Revolving Credit Commitment Amount as in such Extension Request, the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment existence immediately prior to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Term Loan of giving effect to such Additional Extending Lenders Commitment Amount, plus such Additional Commitment Amount), (ie) such New Lender and the Agent shall have received such opinions of counsel to the Borrowers, such evidence of proper corporate organization, existence, power and authority, and appropriate corporate proceedings with respect to the Borrowers, and such other certificates, instruments, and documents, as they shall have reasonably requested in connection with such Instrument of Adherence and any related Revolving Credit Notes, (f) the Agent shall have received from the New Lender or the Company a processing fee of $3,000 in connection with such Instrument of Adherence, (g) any applicable fees provided for in the Fee Letter payable at such time shall be in an aggregate principal amount for all such Additional Extending Lenders not to exceed the aggregate principal amount of Extended Term Loan so declined to be provided by the existing Term Lenders and (ii) shall be on identical terms paid to the terms applicable to Persons entitled thereto, (h) unless the terms specified in the applicable Extension Request (and any Extended Term Loan provided by New Lender is also an existing Term Lenders in respect thereof) and, if a new tranche of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date; provided further that, as a condition to the effectiveness of any Extended Term Loan or term loan commitment of any Additional Extending Lender, the Agent shall have consented (given its prior written consent with respect to such New Lender, which consent is not to be unreasonably withheld or delayed, (i) an appropriate Revolving Credit Note shall be issued to each Additional Extending Lender. Upon the earlier of New Lender at such time in the Termination Date (including a deemed Termination Date applicable amount provided in accordance with clause (C) of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agreeSECTION 2.1(c), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal to the Extended Term Loans provided by Additional Extending Lenders and (bj) such New Lender shall have confirmed to and agreed with the term loan commitment Agent, for the benefit of each such Additional Extending Lender will become effective. The Extended Term Loans of Additional Extending Lenders will be incorporated itself and the Lenders, and with the Borrowers, as Term Loans hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18.follows:

New Lenders. Following any Extension Request made Upon joint written request from time to time after ----------- the Closing Date by the Borrowers in accordance with this Section 2.18, if Company and the Term Lenders shall have declined to agree during the period specified in Section 2.18(bapplicable New Lender (as defined below) above to provide Extended Term Loan in an aggregate principal amount equal to the amount requested by Administrative Agent (an "Additional Commitment Request"), any Person who would then qualify as an Eligible Assignee hereunder may, prior to the Borrowers in such Extension RequestRevolving Credit Loan Maturity Date, the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment to provide join this Agreement as an additional term loan tranche hereunder Lender with Commitments (such Person, which may for the “purposes of this (S)20.12 be an existing Lender, being herein referred to (with respect to its Additional Extending Lenders”); Commitment Request) as the "New Lender") and be entitled to all the rights and interests, and obligated to perform all of the obligations and duties of, a Lender with respect to a specified additional amount of Commitments hereunder, provided that such Extended Term Loan of such Additional Extending Lenders (i) shall be in an aggregate principal amount for all such Additional Extending Lenders not to exceed the aggregate principal amount of Extended Term Loan so declined to be provided by the existing Term Lenders and (ii) shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Term Loan provided by existing Term Lenders in respect thereof) and, if a new tranche of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date; provided further that, as a condition to the effectiveness of any Extended Term Loan or term loan commitment of any Additional Extending Lender, the Agent shall have consented (such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon the earlier of the Termination Date (including a deemed Termination Date in accordance with clause (C) of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree), (a) no Additional -------- Commitment Request may be given unless the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal to the Extended Term Loans provided by Additional Extending Lenders and Commitment Conditions are satisfied, (b) the term loan commitment New Lender, the Administrative Agent, and the Borrowers shall have executed and delivered an instrument of each adherence (the "Instrument of Adherence") in form and substance reasonably satisfactory to the New Lender, the Administrative Agent and the Company pursuant to which such New Lender shall agree to be bound as a Lender (as to the applicable Additional Extending Commitment Amounts and corresponding Commitments) by the terms and conditions hereof and the other Loan Documents, and to make Revolving Credit Loans and (to the extent such New Lender will become effective. The Extended Term is a Multicurrency Lender) Revolving Multicurrency Loans of Additional Extending Lenders will be incorporated as Term to the Borrowers (or to purchase risk participations from the Fronting Bank for Fronted Loans hereunder that are Revolving Multicurrency Loans made to Samsonite Europe, if such New Lender is not a Multicurrency Lender, pursuant to (S)6.11.2 hereof), and to participate in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18.-219-

New Lenders. Following any Extension Request made by (a) By execution of this Amendment, each Person identified as a “US Lender” on the Borrowers in accordance with this Section 2.18signature pages hereto that is not already a US Lender under the Existing Credit Agreement (each such Person, if the Term Lenders shall have declined to agree during the period specified in Section 2.18(ba “New Lender”) above to provide Extended Term Loan in an aggregate principal amount equal to the amount requested by the Borrowers in such Extension Request, the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Term Loan of such Additional Extending Lenders hereby (i) acknowledges, agrees and confirms that, by its execution of this Amendment, such New Lender shall be in an aggregate principal amount deemed to be a party to the Amended Credit Agreement as of the First Amendment Effective Date and a “US Lender” for all such Additional Extending Lenders not to exceed purposes of the aggregate principal amount Amended Credit Agreement and shall have all of Extended Term Loan so declined to be provided by the existing Term Lenders obligations of a US Lender thereunder, and (ii) agrees to provide the US Commitment in the amount set forth on Schedule 2.01 attached hereto. Each New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to US Lenders contained in the Amended Credit Agreement. Each New Lender acknowledges that it has a participation interest in each Letter of Credit issued prior to the date hereof and any drawings thereunder. (b) Each New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a US Lender under the Amended Credit Agreement, (B) it satisfies the requirements of an Eligible Assignee, (C) from and after the date of this Amendment, it shall be bound by the provisions of the Amended Credit Agreement as a US Lender thereunder and shall have the obligations of a US Lender thereunder, (D) it is sophisticated with respect to its decision to enter into this Amendment and to become a US Lender under the Amended Credit Agreement and either it, or the Person exercising discretion in making its decision to enter into this Amendment and to become a US Lender under the Amended Credit Agreement, is experienced in transactions of this type, (E) it has received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) of the Amended Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a US Lender under the Amended Credit Agreement, (F) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on identical terms such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and become a US Lender under the Amended Credit Agreement, and (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by such New Lender pursuant to the terms applicable of the Amended Credit Agreement, duly completed and executed by such New Lender; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms specified in of the applicable Extension Request (and any Extended Term Loan provided by existing Term Lenders in respect thereof) and, if a new tranche of term loans is Documents are required to be incurred including other terms performed by it as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date; provided further US Lender. (c) Each Loan Party agrees that, as of the First Amendment Effective Date, each New Lender shall (i) be a condition party to the effectiveness of any Extended Term Loan or term loan commitment of any Additional Extending Amended Credit Agreement, (ii) be a “US Lender, the Agent shall have consented (such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon the earlier ” for all purposes of the Termination Date Amended Credit Agreement and the other Loan Documents, and (including iii) have the rights and obligations of a deemed Termination Date US Lender under the Amended Credit Agreement and the other Loan Documents. (d) The address of each New Lender for purposes of 10.02 of the Amended Credit Agreement is as set forth in such New Lender’s Administrative Questionnaire delivered by such New Lender to the Administrative Agent on or before the First Amendment Effective Date, or such other address as shall be designated by such New Lender in accordance with clause (C) Section 10.02 of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal to the Extended Term Loans provided by Additional Extending Lenders and (b) the term loan commitment of each such Additional Extending Lender will become effective. The Extended Term Loans of Additional Extending Lenders will be incorporated as Term Loans hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18Amended Credit Agreement.

New Lenders. Following any Extension Request made On the Effective Date, each New Lender and Increasing Existing Lender (as hereinafter defined) shall purchase by assignment from the Existing Lenders such portion of the Loans (if any) owing to them as shall be designated by the Borrowers in accordance with this Section 2.18Administrative Agent such that, if the Term Lenders shall have declined after giving effect to agree during the period specified in Section 2.18(b) above to provide Extended Term Loan in an aggregate principal amount equal to the amount requested by the Borrowers in such Extension Request, the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Term Loan of such Additional Extending Lenders (i) shall be in an aggregate principal amount for all such Additional Extending Lenders not to exceed the aggregate principal amount of Extended Term Loan so declined to be provided by the existing Term Lenders purchases and (ii) shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Term Loan provided by existing Term Lenders in respect thereof) and, if a new tranche of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date; provided further that, as a condition to the effectiveness of any Extended Term Loan or term loan commitment of any Additional Extending Lender, the Agent shall have consented (such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon the earlier of the Termination Date (including a deemed Termination Date in accordance with clause (C) of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree)assignments, (a) the Term outstanding Revolving Loans owing to each Revolving Lender shall equal such Revolving Lender’s Applicable Percentage of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal of Revolving Loans owing to the Extended Term Loans provided by Additional Extending all Revolving Lenders and (b) the outstanding Revenue Bond Loans owing to each Revenue Bond Lender shall equal such Revenue Bond Lender’s Applicable Percentage of the aggregate amount of Revenue Bond Loans owing to all Revenue Bond Lenders. In addition, on the Effective Date, each New Lender and Increasing Existing Lender shall be deemed to have purchased by assignment from the Existing Lenders (and the Existing Lenders shall be deemed to have assigned to the New Lenders and the Increasing Existing Lenders) a portion of the participations (if any) then held by the Existing Lenders in each outstanding Letter of Credit and LC Disbursement, such that, after giving effect to all such deemed purchases and assignments, (i) each Revolving Lender’s participations in outstanding Revolving Letters of Credit and Revolving LC Disbursements shall equal such Revolving Lender’s Applicable Percentage of the aggregate amount of such participations held by all of the Revolving Lenders and (ii) each Revenue Bond Lender’s participations in outstanding Revenue Bond Letters of Credit and Revenue Bxxx XX Disbursements shall equal such Revenue Bond Lender’s Applicable Percentage of the aggregate amount of such participations held by all of the Revenue Bond Lenders. As used herein, the term loan commitment of “Increasing Existing Lender” means each such Additional Extending Existing Lender will become effective. The Extended Term Loans of Additional Extending Lenders will be incorporated whose Aggregate Commitment (as Term Loans hereunder set forth on Schedule 2.01) exceeds its Aggregate Commitment (as defined in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18Existing Credit Agreement) under the Existing Credit Agreement.

New Lenders. Following any Extension Request made (a) In addition to the initial Lenders, other lenders approved by the Borrowers Borrower and the Administrative Agent may from time to time become Lenders under this Agreement (each such lender becoming a Lender, a "New Lender"). The Commitment of each New Lender shall be in accordance an amount approved by the Borrower and the Administrative Agent. The New Lender for all purposes under this Agreement shall become, and have all the rights and obligations of, a Lender hereunder, with a Commitment in the amount set forth in its Acceptance Letter (as hereinafter defined), upon (i) the due execution by the New Lender, the Borrower and the Administrative Agent of a letter in the form of Exhibit F hereto (each such letter, an "Acceptance Letter") and (ii) the making by the Borrower, and the acceptance by the New Lender, of a Note in the amount of the New Lender's Commitment. Following execution by all such parties of such Acceptance Letter, the Administrative Agent shall send a copy thereof to each Lender. The Lenders other than the Administrative Agent shall have no right of approval with respect to a New Lender's becoming a Lender or the amount of its Commitment. Notwithstanding the foregoing, in no event shall any prospective Lender become a Lender if the Commitment of such New Lender, when added to the aggregate of the Commitments of the previously admitted Lenders (the "Existing Lenders"), would cause the aggregate Commitment to exceed $200,000,000. (b) If at the time a New Lender becomes a Lender pursuant to this Section 2.18there is any principal outstanding under the Notes of the Existing Lenders, if such New Lender shall remit to the Term Lenders shall have declined to agree during the period specified in Section 2.18(b) above to provide Extended Term Loan in Administrative Agent an aggregate principal amount equal to the Outstanding Percentage (as defined below) multiplied by its commitment, which amount requested by shall be deemed advanced under the Borrowers New Lender's Loan. The Administrative Agent shall pay such amount to the Existing Lenders in accordance with the Existing Lenders' respective pro rata shares of the aggregate outstanding principal amount under the Notes of the Existing Lenders (as calculated immediately prior to the admission of the New Lender), and such Extension Requestpayment shall effect an automatic reduction of outstanding principal balance under their respective Notes. For purposes of this Section, the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder ("Outstanding Percentage" means the “Additional Extending Lenders”); provided that such Extended Term Loan ratio of such Additional Extending Lenders (i) shall be in an the aggregate outstanding principal amount for all such Additional Extending Lenders not under the Notes of the Existing Lenders, immediately prior to exceed the aggregate principal amount admission of Extended Term Loan so declined the New Lender, to be provided by the existing Term Lenders and (ii) shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Term Loan provided by existing Term Lenders in respect thereof) and, if a new tranche of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date; provided further that, as a condition to the effectiveness of any Extended Term Loan or term loan commitment of any Additional Extending Lender, the Agent shall have consented (such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon the earlier aggregate of the Termination Date (including a deemed Termination Date in accordance with clause (C) Commitments of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal to the Extended Term Loans provided by Additional Extending Existing Lenders and (b) the term loan commitment of each such Additional Extending Lender will become effective. The Extended Term Loans of Additional Extending Lenders will be incorporated as Term Loans hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18New Lender.

New Lenders. Following any Extension Request made by (a) By execution of this Agreement, each Person identified as a “New Lender” on the Borrowers in accordance with this Section 2.18signature pages hereto that is not already a Lender under the Credit Agreement (each such Person, if the Term Lenders shall have declined to agree during the period specified in Section 2.18(ba “New Lender”) above to provide Extended Term Loan in an aggregate principal amount equal to the amount requested by the Borrowers in such Extension Request, the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Term Loan of such Additional Extending Lenders hereby (i) acknowledges, agrees and confirms that, by its execution of this Agreement, such New Lender shall be in an aggregate principal amount deemed to be a party to the Credit Agreement as of the date hereof and a “Lender” for all such Additional Extending Lenders not to exceed purposes of the aggregate principal amount Credit Agreement and shall have all of Extended Term Loan so declined to be provided by the existing Term Lenders obligations of a Lender thereunder, and (ii) agrees to provide the Commitments in the amount set forth on Schedule 1.01(b) attached hereto. Each New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Credit Agreement. Each New Lender acknowledges that it has a participation interest in each Swingline Loan made prior to the date hereof and in each Letter of Credit issued prior to the date hereof and any drawings thereunder. (b) Each New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an Eligible Assignee under the terms of the Credit Agreement (subject to such consents, if any, as may be required under the terms of the Credit Agreement), (C) from and after the date hereof, it shall be on identical terms bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to become a Lender under the Credit Agreement and it is experienced in transactions of this type, (E) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to the terms applicable of the Credit Agreement, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (F) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, and (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms specified of the Credit Agreement, duly completed and executed by such New Lender; and (ii) agrees that (A) it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the applicable Extension Request Loan Documents, and (and any Extended Term B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan provided by existing Term Lenders in respect thereof) and, if a new tranche of term loans is Documents are required to be incurred including other terms performed by it as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date; provided further Lender. (c) Each Loan Party agrees that, as of the date hereof, each New Lender shall (i) be a condition party to the effectiveness of any Extended Term Loan or term loan commitment of any Additional Extending Credit Agreement, (ii) be a “Lender, the Agent shall have consented (such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon the earlier ” for all purposes of the Termination Date Credit Agreement and the other Loan Documents, and (including iii) have the rights and obligations of a deemed Termination Date Lender under the Credit Agreement and the other Loan Documents. (d) The address of each New Lender for purposes of 11.02 of the Credit Agreement is as set forth in such New Lender’s Administrative Questionnaire delivered by such New Lender to the Administrative Agent on or before the date hereof, or such other address as shall be designated by such New Lender in accordance with clause (C) Section 11.02 of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal to the Extended Term Loans provided by Additional Extending Lenders and (b) the term loan commitment of each such Additional Extending Lender will become effective. The Extended Term Loans of Additional Extending Lenders will be incorporated as Term Loans hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18Credit Agreement.

New Lenders. Following any Extension Request made The Borrower, the Administrative Agent and each Lender party to the Credit Agreement immediately prior to the Effective Date have agreed with One West Bank, FSB (the “New Lender”) that, on the Effective Date, such New Lender shall become a Lender and a party to the Credit Agreement and bound by the Borrowers terms thereof and the other Loan Documents. The New Lender will have the Commitment Amount set forth opposite its name on Schedule I. On the Effective Date and after giving effect to foregoing, the Commitment Amounts of each Lender (including the New Lender) shall be as set forth on Schedule I of this Agreement, which Schedule I supersedes and replaces the Schedule I to the Credit Agreement. On the Effective Date, all Eurodollar Rate Advances outstanding shall be converted into new Eurodollar Rate Advances allocated among all Lenders in accordance with this Section 2.18the applicable percentages set forth on Schedule I and the Borrower shall pay to the Lenders party to the Credit Agreement immediately prior to the Effective Date such amounts, if any, as are due under Section 2.12 of the Term Credit Agreement. The Lenders shall (including the New Lender) have declined agreed to agree during reallocate the period specified in Section 2.18(b) above to provide Extended Term Loan in an aggregate principal amount equal outstanding Advances funded prior to the amount requested by the Borrowers in such Extension Request, the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment to provide an additional term loan tranche hereunder Second Amendment Effective Date (the “Additional Extending LendersExisting Advances”); provided , such that as of the Second Amendment Effective Date each Lender (including the New Lender) holds the same pro rata share of the Existing Advances as its Pro Rata Share of the Commitments after giving effect to this Amendment and such Extended Term Loan share shall be acquired free and clear of any Liens created by, through or under the transferring Lender. Accordingly, the Lenders shall, through the Administrative Agent, make such Additional Extending adjustments among themselves as shall be necessary so that after giving effect to such adjustments and reallocations the Lenders shall hold the Existing Advances in the amounts in accordance with their respective Pro Rata Shares as of the Second Amendment Effective Date. With respect to the Existing Advances, each Lender (other than the New Lender) shall receive all interest and fees accrued on its portion thereof in accordance with its Pro Rata Share (as in effect immediately prior to the Second Amendment Date) to but excluding the Second Amendment Effective Date. Interest and fees accruing on the Existing Advances on and after the Second Amendment Effective Date shall be paid to the Lenders (iincluding the New Lender) shall be in an aggregate principal amount for all such Additional Extending Lenders not to exceed the aggregate principal amount of Extended Term Loan so declined to be provided by the existing Term Lenders and (ii) shall be on identical terms accordance with their respective Pro Rata Shares pursuant to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Term Loan provided by existing Term Lenders in respect thereof) and, if a new tranche of term loans is to be incurred including other terms as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date; provided further that, as a condition to the effectiveness of any Extended Term Loan or term loan commitment of any Additional Extending Lender, the Agent shall have consented (such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon the earlier of the Termination Date (including a deemed Termination Date in accordance with clause (C) of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal to the Extended Term Loans provided by Additional Extending Lenders and (b) the term loan commitment of each such Additional Extending Lender will become effective. The Extended Term Loans of Additional Extending Lenders will be incorporated as Term Loans hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18Credit Agreement.

New Lenders. Following any Extension Request made The Borrowers have requested that the Revolving Credit Commitments be permitted to be increased to $130,000,000, and the Agent has agreed to use its best efforts to find one or more additional financial institutions to become parties to this Agreement (or Lenders to increase their Revolving Credit Commitments) (collectively, the “New Lenders”) with Revolving Credit Commitments not in excess of an amount sufficient to increase the Revolving Credit Commitments to $130,000,000 in the aggregate (the “Commitment Increase”). On the New Lender Effective Date (as defined below), the Borrowers shall pay to the Agent for the pro rata account of all New Lenders an up-front fee equal to three-eighths of one percent (0.375%) times the aggregate amount of the increase in Commitments of all New Lenders with respect to such Commitment Increase. The Agent shall have no liability to the Borrowers or the Lenders if the Agent is unable to successfully syndicate the Commitment Increase. If the Agent is able to successfully syndicate the Commitment Increase, the Commitment Increase (or so much thereof as shall have been syndicated, as notified to the Borrowers and the Lenders by the Borrowers in accordance with this Section 2.18Agent) shall become effective on the date specified by the Agent (the “New Lender Effective Date”); provided, if however, that (i) no Default or Event of Default shall exist on such date, both before and after giving effect to the Term Commitment Increase, (ii) the New Lenders shall have declined to agree during the period specified entered into one or more joinder agreements, in Section 2.18(b) above to provide Extended Term Loan in an aggregate principal amount equal form and substance satisfactory to the amount Agent, to become Lenders hereunder, (iii) the Borrowers shall have paid all fees and expenses in connection with the syndication and arrangement of the Commitment Increase, (iv) if requested by the Borrowers in such Extension RequestNew Lenders, the Borrowers may request that banks, financial institutions or other institutional lenders or investors (including any Extending Lender) provide an Extended Term Loan or a commitment shall have executed and delivered to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Term Loan Agent for the benefit of such Additional Extending the New Lenders (i) shall be promissory notes in an aggregate principal amount for all such Additional Extending Lenders not to exceed the aggregate principal amount of Extended Term Loan so declined the respective portion of the Commitment Increase, and (v) the Borrowers shall have delivered or caused to be provided by the existing Term Lenders and (ii) shall be on identical terms delivered to the terms applicable to the terms specified in the applicable Extension Request (Agent such legal opinions, certificates and any Extended Term Loan provided by existing Term Lenders in respect thereof) and, if a new tranche of term loans is to be incurred including other terms documents as are customary for a term loan provided that the maturity term for any term loan commitment hereunder shall not be earlier than the Termination Date; provided further that, as a condition to the effectiveness of any Extended Term Loan or term loan commitment of any Additional Extending Lender, the Agent shall have consented (such consent not to be unreasonably withheld or delayed) to each Additional Extending Lender. Upon the earlier of the Termination Date (including a deemed Termination Date in accordance with clause (C) of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree), (a) the Term Loans of the applicable declining Term Lenders will be repaid in an aggregate principal amount equal to the Extended Term Loans provided by Additional Extending Lenders and (b) the term loan commitment of each such Additional Extending Lender will become effective. The Extended Term Loans of Additional Extending Lenders will be incorporated as Term Loans hereunder in the same manner in which Extended Term Loans of existing Term Lenders are incorporated hereunder pursuant to this Section 2.18reasonably request.