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 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 (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 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 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 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 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 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 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 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 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 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 any Extension Request made by the Borrowers in accordance with By its execution of this Section 2.18Amendment, 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 each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than 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 Existing Lender) provide an Extended that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each a commitment “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 Effective Date, it shall be a party to provide an additional term loan tranche hereunder (the “Additional Extending Lenders”); provided that such Extended Credit Agreement as a Lender, shall have all of the rights and be obligated to perform all of the obligations of a Lender thereunder and its Loans and Commitments to the TLB 2024 Refinancing Term Loan of such Additional Extending Lenders and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). Each New Lender severally, and not jointly, further (a) represents and warrants that (i) 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 Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 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 shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any other Lender, agent or arranger; 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) 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 it will perform in accordance with clause (C) their terms all of the proviso to Section 2.18(a) above) or such earlier date as any declining Term Lenders may agree), (a) obligations that by the Term Loans terms of the applicable declining Term Lenders will Loan Documents are required to be repaid in an aggregate principal amount equal to the Extended Term Loans provided performed 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 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 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 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.