Common use of Additional Extension Lenders Clause in Contracts

Additional Extension Lenders. The Borrower shall have the right, but shall not be obligated, on or before the Applicable Maturity Date for any Non-Extending Lender, to replace such Non-Extending Lender with, and add as “Revolving Lenders” (in the case of any extension of the Applicable Maturity Date for Revolving Commitments and Revolving Loans) or add as “Term Lenders” (in the case of any extension of the Applicable Maturity Date for Term Loans) under this Agreement in place thereof, one or more banks, financial institutions or other entities (other than Ineligible Institutions) (each, an “Additional Extension Lender” and, together with the Existing Extension Lenders, the “Extending Lenders”) that are reasonably acceptable to the Administrative Agent, each of which applicable Additional Extension Lenders shall enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Borrower or Additional Extension Lenders obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Extension Lenders shall, effective on or before the Applicable Maturity Date for such Non-Extending Lender, (i) with respect to any Revolving Commitment, assume a Revolving Commitment (and, if any such Additional Extension Lender is already a Lender of the applicable Class, its existing Revolving Commitment of such Class on such date shall be increased in the amount specified in the Assignment and Assumption) and (ii) with respect to any Term Loan, purchase all or a portion of the outstanding principal amount of its Term Loans and all interest, fees and other amounts then accrued but unpaid to such Non-Extending Lender in respect thereof. Prior to executing an Assignment and Assumption as provided hereunder, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s Extended Maturity Date), to become an Existing Extension Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders; provided that any amendments to the scheduled amortization of the Term Loans held by Extending Lenders shall be subject to the consent of the applicable Extending Lenders.