Common use of Additional Lenders Clause in Contracts

Additional Lenders. Each of the Lenders party hereto that were not “Lenders” under the Existing Credit Agreement (each an “Additional Lender”, and collectively, the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness of this Agreement, such Additional Lender’s Commitment in the amount designated for such Additional Lender as set forth on Schedule 2.01, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in this Agreement. Each Additional Lender agrees that, upon the effectiveness of this Agreement, such Additional Lender will be a Lender for all purposes of this Agreement and the other Loan Documents, and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender represents and warrants that (i) 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 this Agreement, (ii) from and after the Restatement Effective Date, it shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder, (iii) it has received a copy of this Agreement, and has received or has been accorded the opportunity to receive copies of the Audited Financial Statements and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (iv) 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 extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that 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. Each Additional Lender has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of this Agreement.

Additional Lenders. Each Pursuant to Sections 12.1 and 12.6 of the Lenders party hereto that were not “Lenders” under Credit Agreement, each of the Existing Credit Agreement Company, the Administrative Agent, each Issuing Lender and the Swingline Lender hereby consents to (each an “Additional Lender”, and collectively, a) allowing the undersigned additional lenders (the “Additional Lenders”) hereby extends to become party to the BorrowersCredit Agreement as Lenders and (b) the assignment and reallocation at par of certain of the Existing Lenders’ Revolving Credit Commitments, Revolving Credit Loans and participations in Letters of Credit as in effect immediately prior to the Fifth Amendment Effective Date (the “Assigned Interests”) such that after giving effect to such assignments and reallocations and taking into account any new money Revolving Credit Commitments of the Lenders, the Revolving Credit Commitment and Revolving Credit Commitment Percentage for each Lender shall equal those set forth opposite such Lender’s name on Schedule 1A hereto and such schedule shall replace and supersede Schedule 1A to the Existing Credit Agreement. With respect to the foregoing assignments and reallocations, upon the effectiveness of this AgreementFifth Amendment Effective Date, such each Lender (including any Additional Lender’s Commitment in ) shall be deemed to have acquired its portion of the amount designated for such Additional Lender as set forth on Schedule 2.01, such Commitment being made on a several, and not joint and several, basis and subject Assigned Interests allocated to it pursuant to the terms of an Assignment and conditions set forth in this AgreementAssumption attached as Exhibit A to the Credit Agreement as if each such Lender had executed an Assignment and Assumption with respect to such assignment and reallocation of Assigned Interests and such assignments and reallocations shall otherwise occur upon the Fifth Amendment Effective Date pursuant to mechanics reasonably determined by the Administrative Agent. Each On and after the Fifth Amendment Effective Date, each Additional Lender agrees that, upon shall be a party to the effectiveness Credit Agreement and have the rights and obligations of this a Lender under the Credit Agreement, such Additional Lender will be a Lender for all purposes of this Agreement Amendment and the other Loan Documents, and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender represents and warrants that (i) 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 this Agreement, (ii) from and after the Restatement Effective Date, it shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder, (iii) it has received a copy of this Agreement, and has received or has been accorded the opportunity to receive copies of the Audited Financial Statements and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (iv) 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 extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that 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. Each Additional Lender has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of this Agreement.

Additional Lenders. Each of the Lenders party hereto that were not “Lenders” under the Existing Credit Agreement Royal Bank of Scotland PLC, CIBC Inc., Canadian Imperial Bank of Commerce, Westpac Banking Corporation, Fortis Capital Corp. and Fortis Capital (each Canada) Ltd. (each, an “Additional Lender”, and collectively, the “Additional Lenders”) hereby extends has agreed to become a party to the BorrowersCredit and Guarantee Agreement, upon pursuant to and as amended by this Amendment, as a Lender, effective as of the effectiveness date of this Agreement, such Additional Lender’s Commitment in the amount designated for such Additional Lender as set forth on Schedule 2.01, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in this AgreementAmendment. Each Additional Lender agrees that, upon the effectiveness of this Agreement, such Additional Lender will be a Lender for all purposes of this Agreement and the other Loan Documents, and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender Lender: (a) represents and warrants that (i) it has full power is legally authorized to enter into the Credit 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 this Agreement, (ii) from and after the Restatement Effective Date, it shall be bound by the provisions of this Guarantee Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder, amended by this Amendment; (iiib) confirms that it has received a copy of this the Credit and Guarantee Agreement, and has received or has been accorded the opportunity to receive together with copies of the Audited Financial Statements financial statements delivered pursuant to Section 6.1 thereof and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into become a party to the Credit and Guarantee Agreement as amended by this Agreement, and Amendment; (ivc) agrees that it haswill, 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 extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that 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. Each Additional Lender has submitted Credit and Guarantee Agreement as amended by this Amendment or any other instrument or document furnished pursuant thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit and Guarantee Agreement as amended by this Amendment or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent an Administrative Questionnaire duly completed by the terms thereof, together with such Additional Lender powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit and Guarantee Agreement as amended by this Amendment and will perform in accordance with its terms all the obligations which by the terms of the Credit and Guarantee Agreement as amended by this Amendment are required to be used performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 5.11(b) of the Credit and relied upon by Guarantee Agreement. Royal Bank of Scotland PLC hereby represents and warrants to the Administrative Agent for all purposes that it will lend to a Canadian Borrower through an Unpaired Non-Canadian Foreign Lender and will lend to a U.S. Borrower through a U.S. Lender, and agrees that it will notify the Administrative Agent in writing promptly in the event that there is a change to the status of this Agreementany such Lender. CIBC Inc. hereby represents and warrants to the Administrative Agent that it will lend to a U.S. Borrower through a U.S. Lender, and agrees that it will notify the Administrative Agent in writing promptly in the event that there is a change to the status of such Lender. Canadian Imperial Bank of Commerce hereby represents and warrants to the Administrative Agent that it will lend to a Canadian Borrower through a Canadian Lender and agrees that it will notify the Administrative Agent in writing promptly in the event that there is a change to the status of such Lender. Westpac Banking Corporation hereby represents and warrants to the Administrative Agent that it will lend to a Canadian Borrower through an Unpaired Non-Canadian Foreign Lender and will lend to a U.S. Borrower through a U.S. Lender, and agrees that it will notify the Administrative Agent in writing promptly in the event that there is a change to the status of any such Lender. Fortis Capital Corp. hereby represents and warrants to the Administrative Agent that it will lend to a U.S. Borrower through a U.S. Lender, and agrees that it will notify the Administrative Agent in writing promptly in the event that there is a change to the status of such Lender. Fortis Capital (Canada) Ltd. hereby represents and warrants to the Administrative Agent that it will lend to a Canadian Borrower through a Canadian Lender and agrees that it will notify the Administrative Agent in writing promptly in the event that there is a change to the status of such Lender.

Additional Lenders. Each of If (and only if) the Requisite Lenders party hereto that were not have agreed to extend the Revolving Loan Commitment Termination Date and/or Term Loan Maturity Date, as applicable, then in effect hereunder, the Borrower shall have the right at any time prior to the date thirty (30) days prior to the existing Revolving Loan Commitment Termination Date and/or Term Loan Maturity Date, as applicable, applicable to any Non-Extending Lender to replace suchapplicable Extension Date to replace any Non-Extending Lender with, and add as “Lenders” under the Existing Credit Agreement this Agreement, one or more Persons which would be permitted assignees pursuant to subsection 10.1 (each each, an “Additional Lender”, and collectively, the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness of this Agreement, such Additional Lender’s Commitment in the amount designated for such Additional Lender as set forth on Schedule 2.01, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in this Agreement. Each Additional Lender agrees that, upon the effectiveness of this Agreement, such Additional Lender will be a Lender for all purposes of this Agreement and the other Loan Documents, and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender represents and warrants provisions contained in subsection 10.1; provided that (i) it has full power each of such Additional Lenders shall have entered into an Assignment and authorityAssumptionAgreement pursuant to which such Additional Lender shall, effective as of the date of the Assignment and AssumptionAgreement, (a) undertake a Revolving Loan Commitment (and, if any such Additional Lender is already a Revolving Lender, its Revolving Loan Commitment shall be in addition to such Revolving Lender’s Revolving Loan Commitment hereunder on such date) and/or (b) purchase such Non-Extending Lender’s outstanding Term Loans, as applicable, 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 this Agreement, (ii) from and after the Restatement Effective Date, it shall be bound by the provisions of this Agreement as a Non-Extending Lender hereunder and assignor shall have received payment of an amount equal to the obligations outstanding principal of a Lender its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts then due and payable to it hereunder, as applicable, from the Additional Lender (iii) it has received a copy of this Agreement, and has received or has been accorded the opportunity to receive copies of the Audited Financial Statements and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (iv) 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 extend its Commitment to the Borrowers pursuant to extent of such outstanding principal and accrued interest and fees) or the terms Borrower (in the case of this Agreement. Each Additional Lender agrees that it will, independently and without reliance on the Administrative Agent or any all 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. Each Additional Lender has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of this Agreementamounts).

Additional Lenders. Each of the Lenders party hereto that were not “Lenders” under the Existing Credit Agreement (each an “Additional Lender”, and collectively, the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness of this Agreement, such Additional Lender’s Commitment in the amount designated for such Additional Lender as set forth on Schedule 2.01, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in this Agreement. Each Additional Lender agrees that, upon the effectiveness of this Agreement, such Additional Lender will be a Lender for all purposes of this Agreement and the other Loan Documents, and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender represents and warrants that (i) 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 this Agreement, (ii) from and after the Restatement Effective Date, it shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder, (iii) confirms that it has received a copy of this the Credit Agreement, the other Loan Documents and has received or has been accorded the opportunity to receive any amendments and exhibits thereto, together with copies of the Audited Financial Statements financial statements referred to therein and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Agreement, ; (ii) agrees that it has and (iv) it haswill, 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 extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that 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 entering into the Credit Agreement and this Agreement, and in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents. Each Additional Lender has submitted Documents as are delegated to the Administrative Agent Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Administrative Agent, Bxxxxxxx and the Additional Lenders agree that as of the Increase Effective Date, each Additional Lender shall be a “Lender” and an “Additional Incoming Lender” for all purposes of the Credit Agreement and the other Loan Documents, including, without limitation, this Agreement. The address of each Additional Lender for purposes of all notices and other communications under the Credit Agreement and the other Loan Documents is as set forth on the Administrative Questionnaire duly completed delivered by such Additional Lender to be used and relied upon by the Administrative Agent. Upon the Increase Effective Date, each Additional Lender shall make available to the Administrative Agent for Revolving Loans in an amount sufficient to cause the outstanding Revolving Loans then held by all purposes Revolving Lenders (if any) to be repaid such that the outstanding Revolving Loans held by each Revolving Lender following such repayment are pro rata in accordance with the Revolving Commitment of each such Revolving Lender after giving effect to this Agreement.

Additional Lenders. Each If (and only if) the Requisite Lenders have agreed to extend the Revolving Loan Commitment Termination Date and/or Term Loan Maturity Date, as applicable, then in effect hereunder, the Borrower shall have the right at any time prior to the date thirty (30) days prior to the existing Revolving Loan Table of the Lenders party hereto that were not Contents Commitment Termination Date and/or Term Loan Maturity Date, as applicable, applicable to any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under the Existing Credit Agreement this Agreement, one or more Persons which would be permitted assignees pursuant to subsection 10.1 (each each, an “Additional Lender”, and collectively, the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness of this Agreement, such Additional Lender’s Commitment in the amount designated for such Additional Lender as set forth on Schedule 2.01, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in this Agreement. Each Additional Lender agrees that, upon the effectiveness of this Agreement, such Additional Lender will be a Lender for all purposes of this Agreement and the other Loan Documents, and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender represents and warrants provisions contained in subsection 10.1; provided that (i) it has full power each of such Additional Lenders shall have entered into an Assignment and authorityAssumption pursuant to which such Additional Lender shall, effective as of the date of the Assignment and Assumption, (a) undertake a Revolving Loan Commitment (and, if any such Additional Lender is already a Revolving Lender, its Revolving Loan Commitment shall be in addition to such Revolving Lender’s Revolving Loan Commitment hereunder on such date) and/or (b) purchase such Non-Extending Lender’s outstanding Term Loans, as applicable, 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 this Agreement, (ii) from and after the Restatement Effective Date, it shall be bound by the provisions of this Agreement as a Non-Extending Lender hereunder and assignor shall have received payment of an amount equal to the obligations outstanding principal of a Lender its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts then due and payable to it hereunder, as applicable, from the Additional Lender (iii) it has received a copy of this Agreement, and has received or has been accorded the opportunity to receive copies of the Audited Financial Statements and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (iv) 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 extend its Commitment to the Borrowers pursuant to extent of such outstanding principal and accrued interest and fees) or the terms Borrower (in the case of this Agreement. Each Additional Lender agrees that it will, independently and without reliance on the Administrative Agent or any all 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. Each Additional Lender has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of this Agreementamounts).

Additional Lenders. Each of The Company shall have the Lenders party hereto that were right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under the Existing Credit this Agreement in place thereof, one or more banks, financial institutions or other entities that are not Ineligible Institutions (each each, an “Additional Lender”) approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Lenders shall have entered into an Assignment and collectively, the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness of this Agreement, such Additional Lender’s Commitment Assumption (in the amount designated for such Additional Lender as set forth on Schedule 2.01, such Commitment being made on a several, and not joint and several, basis accordance with and subject to the terms and conditions set forth restrictions contained in this Agreement. Each Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Lender agrees thatLenders shall, upon effective on or before the effectiveness of this Agreementapplicable Maturity Date for such Non-Extending Lender, assume the applicable Loans (and, if any such Additional Lender will be is already a Lender for all purposes of this Agreement and the other Lender, its Loan Documents, and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender represents and warrants that (i) 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 this Agreement, (ii) from and after the Restatement Effective Date, it shall be bound by the provisions of this Agreement as a Lender in addition to such Lender’s Loans hereunder and shall have the obligations of a Lender hereunder, (iii) it has received a copy of this Agreement, and has received or has been accorded the opportunity to receive copies of the Audited Financial Statements and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (iv) 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 appropriatedate). Prior to any Non-Extending Lender being replaced by one or more Additional Lenders pursuant hereto, made such Non-Extending Lender may elect, in its own credit analysis and decision to enter into this Agreement and to extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that it willsole discretion, 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. Each Additional Lender has submitted by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new applicable Maturity Date), to become an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by Extending Lender; provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as #91672042V18 45 are reasonably necessary to provide for all purposes any such extensions with the consent of this Agreementthe Company but without the consent of any other Lenders.

Additional Lenders. Each of The Company shall have the Lenders party hereto that were right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under the Existing Credit this Agreement in place thereof, one or more banks, financial institutions or other entities that are not Ineligible Institutions (each each, an “Additional Lender”) approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Lenders shall have entered into an Assignment and collectively, the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness of this Agreement, such Additional Lender’s Commitment Assumption (in the amount designated for such Additional Lender as set forth on Schedule 2.01, such Commitment being made on a several, and not joint and several, basis accordance with and subject to the terms and conditions set forth restrictions contained in this Agreement. Each Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Lender agrees thatLenders shall, upon effective on or before the effectiveness of this Agreementapplicable Maturity Date for such Non-Extending Lender, assume the applicable Loans (and, if any such Additional Lender will be is already a Lender for all purposes of this Agreement and the other Lender, its Loan Documents, and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender represents and warrants that (i) 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 this Agreement, (ii) from and after the Restatement Effective Date, it shall be bound by the provisions of this Agreement as a Lender in addition to such Lender’s Loans hereunder and shall have the obligations of a Lender hereunder, (iii) it has received a copy of this Agreement, and has received or has been accorded the opportunity to receive copies of the Audited Financial Statements and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (iv) 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 appropriatedate). Prior to any Non-Extending Lender being replaced by one or more Additional Lenders pursuant hereto, made such Non-Extending Lender may elect, in its own credit analysis and decision to enter into this Agreement and to extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that it willsole discretion, 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. Each Additional Lender has submitted by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new applicable Maturity Date), to become an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by Extending Lender; provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for all purposes any such extensions with the consent of this Agreementthe Company but without the consent of any other Lenders.

Additional Lenders. Each Any Lender may assign all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment, Incremental Revolving Loan Commitment or Term Loan Commitment, and all or a portion of the Term Loan and the Revolving Loans at the time owing to it), and additional Lenders may join any Facility from time to time by executing and delivering an appropriate Assignment and Acceptance to each of the Lenders party hereto that were not “Lenders” under the Existing Credit Agreement (each an “Additional Lender”and to Borrowers, and collectively, otherwise complying with the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness terms of this Agreement; provided, however, each Lender hereby agrees that, with respect to any such Additional Lender’s Commitment in the assignment (A) no such sale or assignment shall be for an amount designated for of less than $5,000,000, (B) each such Additional Lender as set forth on Schedule 2.01, such Commitment being sale or assignment shall be made on a several, and not joint and several, basis and subject to the terms and conditions set forth which are customary in this Agreement. Each Additional the industry at the time of the transaction, (C) Agent, Issuing Bank (with respect to the assignments of Revolving Loan only) and, in the absence of a Default or Event of Default that has occurred and is continuing at the time of assignment, Borrowers, must consent, such consent not to be unreasonably withheld, to each such assignment to a Person that is not already a Lender agrees that, upon the effectiveness of under this Agreement, such Additional Lender will be (D) except in connection with assignments from a Lender to an Affiliate of such Lender, the assigning Lender shall pay to Agent a processing and recordation fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by Agent in connection with any such sale or assignment, (E) Agent (to the extent its consent is required hereunder), Issuing Bank (to the extent its consent is required hereunder), the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance, and (F) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Revolving Credit Commitment, Incremental Revolving Loan Commitment, Term Loan Commitment, Term Loan or Revolving Loan assigned. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a "Lender" for all purposes of this Agreement and (y) the other Loan Documents, and such Additional assigning Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender represents and warrants that (i) 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 this Agreement, (ii) from and after the Restatement Effective Date, it shall be bound by the provisions of this Agreement as a Lender hereunder and shall have no further liability for funding the obligations of a Lender hereunderportion its Revolving Credit Commitment, (iii) it has received a copy of this AgreementIncremental Revolving Loan Commitment or Term Loan Commitment, and has received or has been accorded the opportunity to receive copies of the Audited Financial Statements and as applicable, assumed by such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (iv) 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 extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that 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. Each Additional Lender has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of this Agreement.

Additional Lenders. Each Any Lender may at any time sell to one or more financial institutions, with the consent of Agent and with the Lenders party hereto that were not “Lenders” under the Existing Credit Agreement (each an “Additional Lender”, and collectively, the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness consent of this AgreementBorrower, such Additional consent not to be unreasonably withheld (a "Purchasing Lender’s Commitment in the amount designated for such Additional Lender as set forth on Schedule 2.01"), such Commitment being made on a several, all or any part of its rights and not joint and several, basis and subject to the terms and conditions set forth in this Agreement. Each Additional Lender agrees that, upon the effectiveness of this Agreement, such Additional Lender will be a Lender for all purposes of obligations under this Agreement and the Notes pursuant to a Commitment Transfer Supplement, executed by such Purchasing Lender, such transferor Lender and Agent. Borrower's consent shall not be deemed to have been unreasonably withheld if there is a 115 material risk that any such assignment would result in Borrower being liable to pay increased costs or other Loan Documentsamounts pursuant to Section 2.5 hereof which the Borrower would not otherwise be obligated to pay. Upon (x) such execution of such Commitment Transfer Supplement, and (y) delivery of an executed copy thereof to Borrower and payment of the amount of its participation to Agent, such Additional Purchasing Lender will promptly perform in accordance shall for all purposes be a Lender, party to this Agreement and shall have all the rights and obligations of a Lender, under this Agreement, to the same extent as if it were an original party hereto with the terms thereof percentage of the Loans, Additional Commitment and the Facility Debt Service Line of Credit Facility Commitment as set forth in such Commitment Transfer Supplement, which shall be deemed to amend this Agreement (including, without limitation, Schedule 8.6 hereto) to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of percentage shares of the Loans, Additional Commitment and Debt Service Line of Credit Facility Commitment arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations and requirements which are required to be performed by a of such transferor Lender under this Agreement and the other Loan DocumentsNotes. Each Upon the consummation of any transfer pursuant to this Section 8.6(a), the transferor Lender, Agent and Borrower shall make appropriate arrangements so that, if required, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchasing Lender, in each case in principal amounts reflecting their percentage shares of the Loans, the Additional Commitment and the Debt Service Line of Credit Facility Commitment. Except as otherwise agreed to, or consented by, Agent and Borrower, no Lender represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver shall assign at any one time less than a $10,000,000 interest in this Agreement and to consummate the transactions contemplated hereby Notes, unless and to become a until such Lender under this Agreement, (ii) from and after the Restatement Effective Date, it shall be bound by the provisions assigns all of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder, (iii) it has received a copy of this Agreement, and has received or has been accorded the opportunity to receive copies of the Audited Financial Statements and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (iv) 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 interest in this Agreement and to extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that 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. Each Additional Lender has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of this AgreementNotes.

Additional Lenders. Each Any Lender may assign all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment or Delayed Draw Term Loan Commitment, and all or a portion of the Term Loans and the Revolving Loans at the time owing to it), and additional Lenders may join any Facility from time to time by executing and delivering an appropriate Assignment and Acceptance to each of the Lenders party hereto that were not “Lenders” under the Existing Credit Agreement (each an “Additional Lender”and to Borrowers, and collectively, otherwise complying with the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness terms of this Agreement; provided, however, each Lender hereby agrees that, with respect to any such Additional Lender’s Commitment in the assignment (A) no such sale or assignment shall be for an amount designated for of less than $5,000,000, (B) each such Additional Lender as set forth on Schedule 2.01, such Commitment being sale or assignment shall be made on a several, and not joint and several, basis and subject to the terms and conditions set forth which are customary in this Agreement. Each Additional the industry at the time of the transaction, (C) the proposed assignee Lender agrees thatconstitutes an Eligible Assignee, upon the effectiveness of this Agreement, such Additional Lender will be (D) except in connection with assignments from a Lender to an Affiliate of such Lender, the assigning Lender shall pay to Agent a processing and recordation fee of $3,500 and any out-of-pocket attorneys’ fees and expenses incurred by Agent in connection with any such sale or assignment, (E) Agent (to the extent its consent is required hereunder), Issuing Bank (to the extent its consent is required hereunder), the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance, and (F) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment, Delayed Draw Term Loan Commitment, Term Loans or Revolving Loan assigned. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “Lender” for all purposes of this Agreement and (y) the other Loan Documents, and such Additional assigning Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender represents and warrants that (i) 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 this Agreement, (ii) from and after the Restatement Effective Date, it shall be bound by the provisions of this Agreement as a Lender hereunder and shall have no further liability for funding the obligations of a Lender hereunderportion its Revolving Credit Commitment, (iii) it has received a copy of this Agreementor Delayed Draw Term Loan Commitment, and has received or has been accorded the opportunity to receive copies of the Audited Financial Statements and as applicable, assumed by such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (iv) 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 extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that 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. Each Additional Lender has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of this Agreement.

Additional Lenders. Each Any Lender may assign all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment, Incremental Revolving Loan Commitment or Term Loan Commitment, and all or a portion of the Term Loan and the Revolving Loans at the time owing to it), and additional Lenders may join any Facility from time to time by executing and delivering an appropriate Assignment and Acceptance to each of the Lenders party hereto that were not “Lenders” under the Existing Credit Agreement (each an “Additional Lender”and to Borrowers, and collectively, otherwise complying with the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness terms of this Agreement; provided, however, each Lender hereby agrees that, with respect to any such Additional Lender’s Commitment in the assignment (A) no such sale or assignment shall be for an amount designated for of less than $5,000,000, (B) each such Additional Lender as set forth on Schedule 2.01, such Commitment being sale or assignment shall be made on a several, and not joint and several, basis and subject to the terms and conditions set forth which are customary in this Agreement. Each Additional the industry at the time of the transaction, (C) Agent, Issuing Bank (with respect to the assignments of Revolving Loan only) and, in the absence of a Default or Event of Default that has occurred and is continuing at the time of assignment, Borrowers, must consent, such consent not to be unreasonably withheld, to each such assignment to a Person that is not already a Lender agrees that, upon the effectiveness of under this Agreement, such Additional Lender will be (D) except in connection with assignments from a Lender to an Affiliate of such Lender, the assigning Lender shall pay to Agent a processing and recordation fee of $3,500 and any out-of-pocket attorneys’ fees and expenses incurred by Agent in connection with any such sale or assignment, (E) Agent (to the extent its consent is required hereunder), Issuing Bank (to the extent its consent is required hereunder), the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance, and (F) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment, Incremental Revolving Loan Commitment, Term Loan Commitment, Term Loan or Revolving Loan assigned. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a "Lender" for all purposes of this Agreement and (y) the other Loan Documents, and such Additional assigning Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender represents and warrants that (i) 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 this Agreement, (ii) from and after the Restatement Effective Date, it shall be bound by the provisions of this Agreement as a Lender hereunder and shall have no further liability for funding the obligations of a Lender hereunderportion its Revolving Credit Commitment, (iii) it has received a copy of this AgreementIncremental Revolving Loan Commitment or Term Loan Commitment, and has received or has been accorded the opportunity to receive copies of the Audited Financial Statements and as applicable, assumed by such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (iv) 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 extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that 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. Each Additional Lender has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of this Agreement.

Additional Lenders. Each of the Additional Lenders party hereto that were not “Lenders” under the Existing Credit Agreement (each an “Additional Lender”, and collectively, the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness of this Agreement, such Additional Lender’s Commitment in the amount designated for such Additional Lender as set forth on Schedule 2.01, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in this Agreement. Each Additional Lender agrees that, upon the effectiveness of this Agreement, such Additional Lender will be a Lender for all purposes of this Agreement and the other Loan Documents, and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender represents and warrants that (i) 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 this Agreement, (ii) from and after the Restatement Effective Date, it shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder, (iii) confirms that it has received a copy of this the Credit Agreement, the other Loan Documents and has received or has been accorded the opportunity to receive any amendments and exhibits thereto, together with copies of the Audited Financial Statements financial statements referred to therein and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Agreement, ; (ii) agrees that it has and (iv) it haswill, 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 extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that 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 entering into the Credit Agreement and this Agreement, and in taking or not taking action under the Loan Documents. Each Additional Lender has submitted to the Credit Agreement; (iii) appoints and authorizes Administrative Agent an Administrative Questionnaire duly completed to take such actions as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the, as the case may be, by the terms thereof, together with such Additional Lender powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be used and relied upon performed by it as a Lender. Upon the Refinancing Effective Date, the Additional Lenders shall make available to Administrative Agent for Tranche B Term Loans in an amount sufficient to cause the outstanding Tranche B Term Loans then held by all purposes Tranche B Term Lenders to be repaid such that the outstanding Tranche B Term Loans held by each Tranche B Term Lender (including the Additional Lenders) following such repayment are pro rata in accordance with the unfunded Tranche B Term Loan Commitment of each such Tranche B Term Lender after giving effect to this Agreement.

Additional Lenders. Each By its execution and delivery of the Lenders party hereto that were not “Lenders” this Amendment, each Additional Lender hereby agrees to become a Lender under the Existing Credit Agreement (each an “Additional Lender”, and collectively, the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness of this Agreement, such Additional Lender’s with a Commitment in the amount designated for such Additional Lender as set forth on Schedule 2.01, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in this AgreementII hereto. Each Additional Lender agrees that, upon the effectiveness of this Agreement, such Additional Lender will be a Lender for all purposes of this Agreement and the other Loan Documents, and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement Amendment and to consummate the transactions contemplated hereby and to become a Lender under this Agreementhereby, (ii) from and after it meets all the Restatement Effective Daterequirements to be an Eligible Assignee under the Credit Agreement (subject to such consents, it shall if any, as may be bound by required under the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunderCredit Agreement), (iii) it has received a copy of this Agreement, and has received or has been accorded the opportunity is sophisticated with respect to receive copies decisions to acquire assets of the Audited Financial Statements type represented by its Commitment set forth on Schedule II and such other documents and information as it deems appropriate to make either it, or the person exercising discretion in making its own credit analysis and decision to enter into this Agreementacquire such Commitment, and is experienced in acquiring assets of such type, (iv) 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 Amendment, and to extend its Commitment (v) if it is not incorporated under the laws of the United States of America or a state thereof, it has delivered to the Borrowers Borrower any documentation required to be delivered by it pursuant to the terms of this the Credit Agreement. Each , duly completed and executed by such Additional Lender Lender; and (b) agrees that 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 Credit Documents. Each Additional Lender has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of this Agreement.

Additional Lenders. Each Any Lender may at any time sell to one or more first-class financial institutions, with the consent of Agent and with the Lenders party hereto that were consent of Borrower, such consent not to be unreasonably withheld (a “Lenders” under the Existing Credit Agreement (each an “Additional Purchasing Lender”), all or any part of its rights and collectively, the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness of this Agreement, such Additional Lender’s Commitment in the amount designated for such Additional Lender as set forth on Schedule 2.01, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in this Agreement. Each Additional Lender agrees that, upon the effectiveness of this Agreement, such Additional Lender will be a Lender for all purposes of obligations under this Agreement and the Notes pursuant to a Commitment Transfer Supplement, executed by such Purchasing Lender, such transferor Lender, Agent and, in the case of a Purchasing Lender that is not then a Lender or an affiliate thereof, by Borrower; provided that, except in connection with foreclosure or other Loan exercise of remedies under the Security Documents, such Person is not, at the time of such sale, an Ineligible Assignee. Upon (x) such execution of such Commitment Transfer Supplement, and (y) delivery of an executed copy thereof to Borrower and payment of the amount of its participation to the Transferor Lender, such Additional Purchasing Lender will promptly perform in accordance with shall for all purposes be a Lender party to this Agreement and shall have all the terms thereof rights and obligations of a Lender under this Agreement, to the same extent as if it were an original party hereto. This Agreement (including the Lender Schedule) shall be deemed amended to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the purchase by such Purchasing Lender of all or a portion of the rights and obligations and requirements which are required to be performed by a of such transferor Lender under this Agreement and the other Loan DocumentsNotes. Each Additional Upon the consummation of any transfer pursuant to this Section 9.2(a), the transferor Lender, Agent and Borrower shall make appropriate arrangements so that, if required, replacement Notes are issued to such transferor Lender represents and warrants that (i) it has full power and authoritynew Notes or, and has taken all action necessaryas appropriate, replacement Notes, are issued to execute and deliver such Purchasing Lender. Notwithstanding anything to the contrary herein, nothing in this Agreement and to consummate the transactions contemplated hereby and to become a Section shall prevent or prohibit any Lender from transferring, pledging or assigning its rights under this Agreement, (ii) from its Loans and after the Restatement Effective Date, it shall be bound by the provisions of this Agreement as Notes to a Lender hereunder and shall have the obligations of a Lender hereunder, (iii) it has received a copy of this Agreement, and has received or has been accorded the opportunity to receive copies of the Audited Financial Statements and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (iv) 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 extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that 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. Each Additional Lender has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of this AgreementFederal Reserve Bank.

Additional Lenders. Each of the Lenders party hereto that were not “Lenders” under the Existing Credit Agreement (each an “Additional Lender”, and collectively, the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness of this Agreement, such Additional Lender’s Commitment in the amount designated for such Additional Lender as set forth on Schedule 2.01, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in this Agreement. Each Additional Lender agrees that, upon the effectiveness of this Agreement, such Additional Lender will be a Lender for all purposes of this Agreement and the other Loan Documents, and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender represents and warrants that (i) 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 this Agreement, (ii) from and after the Restatement Effective Datedate hereof, it shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder, (iii) it has received a copy of this Agreement, and has received or has been accorded the opportunity to receive copies of the Audited Financial Statements and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (iv) 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 extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that 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. Each Additional Lender has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of this Agreement.

Additional Lenders. Each By executing a counterpart of this Amendment, each Additional Lender agrees and confirms that, as of the Lenders Amendment No. 1 Effective Date, it (a) intends to be a Lender party hereto that were not “Lenders” under the Existing Credit Agreement (each an “Additional Lender”, and collectively, the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness of this Credit Agreement, such Additional Lender’s with a Commitment in the amount designated for such Additional Lender as set forth on Schedule 2.01, such Commitment being made on a severalAnnex A attached hereto, and not joint and several, basis and subject undertakes to perform all the terms and conditions set forth obligations expressed in this Agreement. Each Additional Lender agrees that, upon the effectiveness of this Agreement, such Additional Lender will be a Lender for all purposes of this Credit Agreement and in the other Loan Documents, and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender represents and warrants that (i) 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 this Agreement, (ii) from and after the Restatement Effective Date, it shall be bound by the provisions of this Agreement Documents as a Lender hereunder and shall have the obligations of a Lender hereunder, Lender; (iiib) it has received a copy of this the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the Audited Financial Statements most recent quarterly and financial statements referred to in Sections 4.01(h) and 5.01(b) thereof and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and become a Lender under the Credit Agreement, and ; (ivc) it haswill, 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 extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that 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 Credit Agreement or any of the other Loan Documents. Each Additional Lender has submitted ; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the Loan Documents are required to be performed by it as a Lender; (f) it has delivered an Administrative Questionnaire duly completed by such Additional Lender to be used the Administrative Agent; (g) has delivered to the Borrower and relied upon by the Administrative Agent for all purposes documents required to be delivered by it pursuant to Section 2.16(f) of this Agreementthe Credit Agreement on or prior to the date on which it becomes a Lender, and (h) represents that it is not an Ineligible Institution.

Additional Lenders. Each of the Lenders party lenders listed on the signature pages hereto that were not “Lenders” under the Existing Credit Agreement (each each, together with its successors and permitted assigns, an “Additional Lender”), Agent and collectivelythe Borrower agree that as of the First Amendment Effective Date, the “Additional Lenders”) hereby extends to the Borrowers, upon the effectiveness of this Agreement, such Additional Lender’s Commitment in the amount designated for such each Additional Lender as set forth on Schedule 2.01, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in this Agreement. Each Additional Lender agrees that, upon the effectiveness of this Agreement, such Additional Lender will shall be a Lender “Lender” for all purposes of this the Credit Agreement and the other Loan Documents, and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under including, without limitation, this Agreement and the other Loan DocumentsAgreement. Each Additional Lender represents and warrants that (i) 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 this Agreement, (ii) from and after the Restatement Effective Date, it shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder, (iii) confirms that it has received a copy of this the Credit Agreement, the other Loan Documents and has received or has been accorded the opportunity to receive any exhibits thereto, together with copies of the Audited Financial Statements financial statements referred to therein and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Agreement, ; (ii) agrees that it has and (iv) it haswill, 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 extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that 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 entering into the Credit Agreement and this Agreement, and in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents. Each Additional Lender has submitted Documents as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will execute such documents and agreements as the Agent an Administrative Questionnaire duly completed may reasonably request and, in the case that such Lender is organized under the laws of a jurisdiction outside of the United States, provide to the Agent its name, address, tax identification number and/or such other information as shall be necessary for the Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act; and (v) agrees that it will perform in accordance with their terms all of the obligations which by such Additional Lender the terms of the Credit Agreement are required to be used and relied upon performed by the Administrative Agent for all purposes of this Agreementit as a Lender.