Common use of Addition of New Lender Clause in Contracts

Addition of New Lender. By its execution hereof, the following is becoming a party to the Credit Agreement as a Lender as of the Amendment Effective Date: Associated Bank, N.A. (the “New Lender”). The New Lender shall evidence its entry into the Credit Agreement by its execution and delivery of signature pages to this Amendment. This Amendment shall not be given effect prior to receipt of the New Lender’s executed pages hereto. The New Lender agrees that it constitutes a Lender under the Credit Agreement and the other Loan Documents and shall be bound by the provisions of this Amendment, the Credit Agreement and the other Loan Documents. The New Lender’s Revolving Credit Commitment and 2020 Term Loan Commitment appears in Schedule 1 to the Credit Agreement. The New Lender acknowledges and agrees that it has received a copy of the Credit Agreement, together with copies of financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender, which analysis and decision has been made independently of and without reliance upon the Administrative Agent or any other Lender. The New Lender confirms 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 and the Loan Documents, and it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. The Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Credit Agreement (prior to giving effect to the Amendment) as are necessary in order that each such Lender’s credit exposure and outstanding Loans reflects such Lender’s ratable share of the outstanding aggregate credit exposure on the Amendment Effective Date. Notwithstanding anything to the contrary in Section 3.3 of the Credit Agreement or otherwise in the Credit Agreement, each Lender agrees to waive, and will not request, reimbursement or indemnification to which it may otherwise be entitled, for any losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loan and such reallocation described above. The Borrower agrees with and consents to the foregoing.

Addition of New Lender. By its execution hereof(i) Subject to the limitation on the Maximum Aggregate Commitment and the provisions of Section 12.5 below, the following Borrower or any Lender may at any time propose that one or more banks or other entities institutions (each, an "Applicant Institution") become an additional Lender hereunder. At such time, the Borrower or such Lender, as applicable, shall notify the other parties hereto, including the Administrative Agent, of the identity of such Applicant Institution and such Applicant Institution's proposed Commitment. The addition of any Applicant Institution shall be subject to: (a) If such Applicant Institution is proposed for inclusion as a Lender hereunder by an existing Lender and is not an Affiliate of such Lender or another existing Lender, the prior written consent of the Administrative Agent and, if but only if there shall not Have occurred and be continuing a Default, the Borrower, and if such Applicant Institution is proposed for inclusion as a Lender hereunder by the Borrower, the prior written consent of the Administrative Agent, none of which consents shall be unreasonably withheld; and (b) Delivery of each of the items and the occurrence of each of the events described in subparagraph (ii) below. (ii) Assuming delivery of the consent of the Borrower and/or the Administrative Agent as required pursuant to subparagraph (i)(a) above, the Administrative Agent, the Borrower and, if such Applicant Institution will be acquiring a portion of an existing Lender's Maximum Commitment by way of assignment from such existing Lender, such existing Lender, shall mutually agree on the Adjustment Date on which such Applicant Institution shall become a party hereto and a Lender hereunder. On such Adjustment Date: (a) The Administrative Agent shall deliver to the Borrower and each of the Lenders a replacement Commitment Schedule to be effective as of such Adjustment Date, reflecting the Aggregate Commitment and the Lenders' respective Commitments and Percentage Shares. (b) No later than 12:00 noon (Chicago time) on such Adjustment Date, such Applicant Institution shall pay to the Administrative Agent an amount equal to such Applicant Institution's Percentage Share of Advances outstanding. The Administrative Agent shall thereupon remit to the Lenders their Percentage Shares of such funds. Following such Adjustment Date, fees and interest accrued on the Obligations to but not including such Adjustment Date shall be payable to the Lenders in accordance with their respective Percentage Shares prior to such Adjustment Date before giving effect to the readjustment thereof pursuant to the Commitment Schedule provided by the Administrative Agent on such Adjustment Date. (c) If such Applicant Institution is acquiring a portion of an existing Lender's Commitment and Percentage Share by way of assignment from such existing Lender, the Administrative Agent, the Borrower, the assigning Lender and the Applicant Institution shall execute and deliver an assignment agreement in substantially the form of EXHIBIT G (an "Assignment Agreement"), or if such Applicant Institution is becoming a party to the Credit Agreement Lender hereunder as a result of an increase in the Aggregate Commitment, the Administrative Agent, the Borrower and the Applicant Institution shall execute and deliver an additional lender agreement in substantially the form of EXHIBIT H (an "Additional Lender as Agreement"), either of the Amendment Effective Date: Associated Bank, N.A. (the “New Lender”). The New which Assignment Agreement or Additional Lender Agreement shall evidence its entry into the Credit Agreement by its execution and delivery of signature pages constitute an amendment to this Amendment. This Amendment shall not be given effect prior to receipt of the New Lender’s executed pages hereto. The New Lender agrees that it constitutes a Lender under the Credit Agreement and the other Loan Documents to the extent necessary to reflect the inclusion of the Applicant Institution as a Lender hereunder. (d) If requested by the Applicant Institution, the Borrower shall execute and deliver to such Applicant Institution a Note. (e) The Applicant Institution shall pay to the Administrative Agent a registration fee of $3,000. Subject to the requirements described above, on the Adjustment Date the Applicant Institution shall become a party hereto and a Lender hereunder and shall be bound by the provisions of this Amendmententitled to all rights, the Credit Agreement benefits and the other Loan Documents. The New Lender’s Revolving Credit Commitment and 2020 Term Loan Commitment appears in Schedule 1 to the Credit Agreement. The New privileges accorded a Lender acknowledges and agrees that it has received a copy of the Credit Agreement, together with copies of financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender, which analysis and decision has been made independently of and without reliance upon the Administrative Agent or any other Lender. The New Lender confirms 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 Loan Documents and shall be subject to all obligations of a Lender under the Loan Documents, and it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. The Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Credit Agreement (prior to giving effect to the Amendment) as are necessary in order that each such Lender’s credit exposure and outstanding Loans reflects such Lender’s ratable share of the outstanding aggregate credit exposure on the Amendment Effective Date. Notwithstanding anything to the contrary in Section 3.3 of the Credit Agreement or otherwise in the Credit Agreement, each Lender agrees to waive, and will not request, reimbursement or indemnification to which it may otherwise be entitled, for any losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loan and such reallocation described above. The Borrower agrees with and consents to the foregoing.

Addition of New Lender. By its execution hereof(i) Subject to the limitation to the Maximum Aggregate Commitment and the provisions of Section 12.5 below, the following Borrower or any Lender may at any time propose that one or more banks or other entities institutions (each, an "Applicant Institution") become an additional Lender hereunder. At such time, the Borrower or such Lender, as applicable, shall notify the other parties hereto, including the Administrative Agent, of the identity of such Applicant Institution and such Applicant Institution's proposed Commitment. The addition of any Applicant Institution shall be subject to: (a) If such Applicant Institution is proposed for inclusion as a Lender hereunder by an existing Lender and is not an Affiliate of such Lender or another existing Lender, the prior written consent of the Administrative Agent and, if but only if there shall not have occurred and be continuing a Default, the Borrower, and if such Applicant Institution is proposed for inclusion as a Lender hereunder by the Borrower, the prior written consent of the Administrative Agent, none of which consents shall be unreasonably withheld; and (b) Delivery of each of the items and the occurrence of each of the events described in subparagraph (ii) below. (ii) Assuming delivery of the consent of the Borrower and/or the Administrative Agent as required pursuant to subparagraph (i)(a) above, the Administrative Agent, the Borrower and, if such Applicant Institution will be acquiring a portion of an existing Lender's Maximum Commitment by way of assignment from such existing Lender, such existing Lender, shall mutually agree on the Adjustment Date on which such Applicant Institution shall become a party hereto and a Lender hereunder. On such Adjustment Date: (a) The Administrative Agent shall deliver to the Borrower and each of the Lenders a replacement Commitment Schedule to be effective as of such Adjustment Date, reflecting the Aggregate Commitment and the Lenders' respective Commitments and Percentage Shares (b) No later than 12:00 noon (Chicago time) on such Adjustment Date, such Applicant Institution shall pay to the Administrative Agent an amount equal to such Applicant Institution's Percentage Share of Advances outstanding. The Administrative Agent shall thereupon remit to the Lenders their Percentage Shares of such funds. Following such Adjustment Date, fees and interest accrued on the Obligations to but not including such Adjustment Date shall be payable to the Lenders in accordance with their respective Percentage Shares prior to such Adjustment Date before giving effect to the readjustment thereof pursuant to the Commitment Schedule provided by the Administrative Agent on such Adjustment Date. (c) If such Applicant Institution is acquiring a portion of an existing Lender's Commitment and Percentage Share by way of assignment from such existing Lender, the Administrative Agent, the Borrower, the assigning Lender and the Applicant Institution shall execute and deliver an assignment agreement in substantially the form of Exhibit G (an "Assignment Agreement"), or if such Applicant Institution is becoming a party to the Credit Agreement Lender hereunder as a result of an increase in the Aggregate Commitment, the Administrative Agent, the Borrower and the Applicant Institution shall execute and deliver an additional lender agreement in substantially the form of Exhibit H (an "Additional Lender as Agreement"), either of the Amendment Effective Date: Associated Bank, N.A. (the “New Lender”). The New which Assignment Agreement or Additional Lender Agreement shall evidence its entry into the Credit Agreement by its execution and delivery of signature pages constitute an amendment to this Amendment. This Amendment shall not be given effect prior to receipt of the New Lender’s executed pages hereto. The New Lender agrees that it constitutes a Lender under the Credit Agreement and the other Loan Documents to the extent necessary to reflect the inclusion of the Applicant Institution as a Lender hereunder. (d) If requested by the Applicant Institution, the Borrower shall execute and deliver to such Applicant Institution a Note. (e) The Applicant Institution shall pay to the Administrative Agent a registration fee of $3,000. Subject to the requirements described above, on the Adjustment Date the Applicant Institution shall become a party hereto and a Lender hereunder and shall be bound by the provisions of this Amendmententitled to all rights, the Credit Agreement benefits and the other Loan Documents. The New Lender’s Revolving Credit Commitment and 2020 Term Loan Commitment appears in Schedule 1 to the Credit Agreement. The New privileges accorded a Lender acknowledges and agrees that it has received a copy of the Credit Agreement, together with copies of financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender, which analysis and decision has been made independently of and without reliance upon the Administrative Agent or any other Lender. The New Lender confirms 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 Loan Documents and shall be subject to all obligations of a Lender under the Loan Documents, and it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. The Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Credit Agreement (prior to giving effect to the Amendment) as are necessary in order that each such Lender’s credit exposure and outstanding Loans reflects such Lender’s ratable share of the outstanding aggregate credit exposure on the Amendment Effective Date. Notwithstanding anything to the contrary in Section 3.3 of the Credit Agreement or otherwise in the Credit Agreement, each Lender agrees to waive, and will not request, reimbursement or indemnification to which it may otherwise be entitled, for any losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loan and such reallocation described above. The Borrower agrees with and consents to the foregoing.

Addition of New Lender. By its execution hereof(1) Subject to the limitation on the Aggregate Credit Limit set forth in the definition of such term, the Company or any Lender may at any time propose that one or more Eligible Assignees (each, an “Applicant Financial Institution”) become an additional Lender hereunder; provided, however, that each Applicant Financial Institution shall be an Eligible Financial Institution. At such time, the Company or such Lender, as applicable, shall notify the other parties hereto, including the Lead Administrative Agent, of the identity of such Applicant Financial Institution and such Applicant Financial Institution’s proposed Maximum Commitment (which in no event shall be less than $10,000,000.00) and, as applicable, Swing Line Commitment. The addition of any Applicant Financial Institution shall be subject to: (i) The prior written consent of the Lead Administrative Agent, in its sole and absolute discretion, and, if but only if there shall not have occurred and be continuing an Event of Default or Potential Default, the prior written consent of the Company, such consent not to be unreasonably withheld, and each of which consents shall be affirmatively given in writing to the other parties no later than the tenth day following receipt of request therefor (it being agreed and understood that if such written consent is not so provided, the consent shall automatically be deemed to have been withheld); and (ii) Delivery of each of the items and the occurrence of each of the events described in subparagraph (2) below. (2) Assuming delivery of the consent of the Company and/or Lead Administrative Agent as required pursuant to subparagraph (1)(i) above, the Lead Administrative Agent, the Company and, if such Applicant Financial Institution will be acquiring a portion of an existing Lender’s Maximum Commitment by way of assignment from such existing Lender, such existing Lender, shall mutually agree on the Adjustment Date on which such Applicant Financial Institution shall become a party hereto and a Lender hereunder. On such Adjustment Date: (i) The Lead Administrative Agent shall deliver to the Company and each of the Lenders a Commitment Schedule to be effective as of such Adjustment Date, reflecting the inclusion of such Applicant Financial Institution as a party hereto and a Lender hereunder. (ii) No later than 12:30 p.m. (Los Angeles time) on such Adjustment Date, such Applicant Financial Institution shall pay to the Lead Administrative Agent an amount equal to such Applicant Financial Institution’s Primary Percentage Share of Primary Loans outstanding and, as applicable, Swing Line Percentage Share of Swing Loans outstanding. If such Applicant Financial Institution is becoming a party Lender hereunder as a result of an increase in the Aggregate Credit Limit, the Lead Administrative Agent shall thereupon remit to the Credit Agreement Lenders, as applicable, their shares of such funds. If such Applicant Financial Institution is acquiring a Lender as portion of the Amendment Effective Date: Associated Bank, N.A. (the “New Lender”). The New Lender shall evidence its entry into the Credit Agreement by its execution and delivery of signature pages to this Amendment. This Amendment shall not be given effect prior to receipt of the New an existing Lender’s executed pages heretooutstanding Primary Loans, the Lead Administrative Agent shall thereupon remit such funds to the assigning Lender. The New Lender agrees that it constitutes a Lender under Following such Adjustment Date, fees and interest accrued on the Credit Agreement and the other Loan Documents and Obligations to but not including such Adjustment Date shall be bound by the provisions of this Amendment, the Credit Agreement and the other Loan Documents. The New Lender’s Revolving Credit Commitment and 2020 Term Loan Commitment appears in Schedule 1 payable to the Credit Agreement. The New Lender acknowledges and agrees that it has received a copy of the Credit Agreement, together with copies of financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender, which analysis and decision has been made independently of and without reliance upon the Administrative Agent or any other Lender. The New Lender confirms 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 and the Loan Documents, and it will perform Lenders in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. The Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Credit Agreement (respective Primary Percentage Shares and Swing Line Percentage Shares prior to such Adjustment Date before giving effect to the Amendment) as are necessary in order that each such Lender’s credit exposure and outstanding Loans reflects such Lender’s ratable share of the outstanding aggregate credit exposure on the Amendment Effective Date. Notwithstanding anything readjustment thereof pursuant to the contrary in Section 3.3 of Commitment Schedule provided by the Credit Agreement or otherwise in the Credit Agreement, each Lender agrees to waive, and will not request, reimbursement or indemnification to which it may otherwise be entitled, for any losses, costs and expenses incurred by Company on such Lender in connection with the sale and assignment of any Eurocurrency Loan and such reallocation described above. The Borrower agrees with and consents to the foregoingAdjustment Date.

Addition of New Lender. By its execution hereofSubject to the limitation on the Aggregate Credit Limit set forth   in the definition of such term, the following is becoming a party to Company or any Lender may at any time propose that one or more financial institutions (each, an “Applicant Financial Institution”) become an additional Lender hereunder; provided, however, that each Applicant Financial Institution shall be an Eligible Financial Institution. At such time, the Credit Agreement Company or such Lender, as a Lender as of the Amendment Effective Date: Associated Bankapplicable, N.A. (the “New Lender”). The New Lender shall evidence its entry into the Credit Agreement by its execution and delivery of signature pages to this Amendment. This Amendment shall not be given effect prior to receipt of the New Lender’s executed pages hereto. The New Lender agrees that it constitutes a Lender under the Credit Agreement and notify the other Loan Documents and shall be bound by parties hereto, including the provisions of this Amendment, the Credit Agreement and the other Loan Documents. The New Lender’s Revolving Credit Commitment and 2020 Term Loan Commitment appears in Schedule 1 to the Credit Agreement. The New Lender acknowledges and agrees that it has received a copy of the Credit Agreement, together with copies of financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender, which analysis and decision has been made independently of and without reliance upon the Administrative Agent or any other Lender. The New Lender confirms it will, independently and without reliance on the Managing Administrative Agent, of the identity of such Applicant Financial Institution and such Applicant Financial Institution’s proposed Aggregate Maximum Commitment (which in no event shall be less than $10,000,000.00) and, as applicable, Maximum Multi-Year Facility Commitment, Maximum Short Term Facility Commitment, Multi-Year Facility Percentage Share, Short Term Facility Percentage Share, Multi-Year Swing Line Commitment, Short Term Swing Line Commitment, Multi-Year Swing Line Percentage Share, Short Term Swing Line Percentage Share and/or GNMA Pool Advance Commitment. The addition of any Applicant Financial Institution shall be subject to: (i) The prior written consent of the Managing Administrative   Agent, in its sole and absolute discretion, and, if but only if there shall not have occurred and be continuing an Event of Default or any other LenderPotential Default, the prior written consent of the Company, such consent not to be unreasonably withheld, and based on such documents and information as it each of which consents shall deem appropriate at the time, continue to make its own credit decisions be affirmatively given in taking or not taking action under the Credit Agreement and the Loan Documents, and it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. The Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Credit Agreement (prior to giving effect writing to the Amendmentother parties no later than the tenth day following receipt of request therefor (it being agreed and understood that if such written consent is not so provided, the consent shall automatically be deemed to have been withheld); (ii) as are necessary in order that each If such Lender’s credit exposure and outstanding Loans reflects such Lender’s ratable share of the outstanding aggregate credit exposure on the Amendment Effective Date. Notwithstanding anything to the contrary in Section 3.3 of the Credit Agreement or otherwise in the Credit Agreement, each Lender agrees to waive, and Applicant Financial Institution will not request, reimbursement or indemnification to which it may otherwise be entitled, for any losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loan and such reallocation described above. The Borrower agrees with and consents to the foregoing.become the

Addition of New Lender. By its execution In accordance with Section 12.16 of the Credit Agreement, Colonial hereby acknowledges and agrees, with the consent of the Company, Agent, Documentation Agent, and the Existing Lenders, that, from and after the effective date hereof, the following is becoming it shall be a party to the Credit Agreement as a Lender as and shall have the rights and obligations of the Amendment Effective Date: Associated Bank, N.A. (the “New Lender”). The New Lender shall evidence its entry into the Credit Agreement by its execution and delivery of signature pages to this Amendment. This Amendment shall not be given effect prior to receipt of the New Lender’s executed pages hereto. The New Lender agrees that it constitutes a Lender under the Credit Agreement Loan Documents as set forth therein and as modified hereby. Colonial (a) represents and warrants to Company, Agent, Documentation Agent, and the other Loan Documents and shall be bound by the provisions of Existing Lenders that Colonial is legally authorized to enter into this Amendment, the Credit Agreement and the other Loan Documents. The New Lender’s Revolving Credit Commitment and 2020 Term Loan Commitment appears in Schedule 1 to the Credit Agreement. The New Lender acknowledges and agrees (b) confirms that it has received a copy of the Credit Agreement, together with copies of financial statements the current financials, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment Agreement, (c) agrees with Company, Agent, Documentation Agent, and to become a Lender, which analysis and decision has been made the Existing Lenders that Colonial shall – independently of and without reliance upon the Administrative Agent or any other Lender. The New Lender confirms it willAgent, independently and without reliance on the Administrative Documentation Agent, or any other Lender, Lender and based on such documents and information as it shall deem Colonial deems appropriate at the time, time – continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the Loan Documents, (d) appoints and it will perform in accordance with their terms all of authorizes Agent to take such action as agent on its behalf and to exercise such powers under the obligations which Loan Documents as are delegated to Agent by the terms of the Loan Documents are required and all other reasonably–incidental powers, (e) confirms, acknowledges, and agrees its Commitment Amount as set forth in Exhibit “O” to be performed by it the Credit Agreement, as a Lendermodified hereby and from time to time hereafter, and (f) agrees with Company, Agent, and the other Lenders that Colonial shall perform and comply with all provisions of the Loan Documents applicable to Lenders in accordance with their respective terms. The Administrative Agent Promptly upon the execution hereof, Colonial shall make such reallocations, sales, assignments or other relevant actions in respect fund its Commitment Percentage of each Lender’s credit exposure all outstanding Advances under the Credit Agreement (prior and the proceeds thereof shall be paid by Agent to giving effect Existing Lenders to reduce the Amendment) as are necessary in order that outstanding principal amount of each such Existing Lender’s credit exposure and outstanding Loans reflects such Lender’s ratable share portion of the outstanding aggregate credit exposure on the Amendment Effective DateAdvances in accordance with their respective Commitment Percentages. Notwithstanding anything Pursuant to the contrary in Section 3.3 2.8 (a) of the Credit Agreement or otherwise in the Credit Agreement, each Lender agrees Company shall, upon the execution and delivery of this Amendment, pay to waive, the Agent the amount of any Commitment Fee due and will not request, reimbursement or indemnification to which it may otherwise be entitled, for any losses, costs and expenses incurred by such Lender payable in connection with the sale and assignment increase of any Eurocurrency Loan and such reallocation described above. The Borrower agrees with and consents the Commitment pursuant to the foregoingthis Amendment.

Addition of New Lender. By its execution As of the date hereof, U.S. Bank National Association will be a Lender (“New Lender”) under the following is becoming Original Credit Agreement. Each Lender which was a party to the Original Credit Agreement as a Lender as of the Amendment Effective Date: Associated BankAgreement, N.A. (the “New Lender”). The and New Lender hereby agree that it shall evidence its entry into have a Commitment in the Credit Agreement by amount set forth opposite such Lender’s name on the Lenders Schedule under the heading “Commitment/Loan Commitment”. By its execution and delivery of signature pages to this Amendment. This Amendment shall not be given effect prior to receipt , each New Lender hereby assumes all of the New Lender’s executed pages hereto. The New Lender agrees that it constitutes rights and obligations of a Lender under the Credit Agreement to the extent of its Commitment. The New Lender hereby represents and warrants as follows: (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment, to consummate the other Loan Documents transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of any consents that may be required under the Credit Agreement), (c) from and after the date hereof, it shall be bound by the provisions of this Amendment, the Credit Agreement and the other Loan Documents. The New Lender’s Revolving Credit Commitment and 2020 Term Loan Commitment appears in Schedule 1 as a Lender thereunder and, to the Credit Agreement. The New extent of its Commitment, shall have the obligations of a Lender acknowledges thereunder, and agrees that (d) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.2 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 this Amendment and to become a Lender, on the basis of which it has made such analysis and decision has been made independently of and without reliance upon on the Administrative Agent or any other Lender. The New Lender confirms ; and agrees that (1) it will, independently and without reliance on the Administrative Agent, 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 and the Loan Documents, and (2) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. The Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Credit Agreement (prior to giving effect to the Amendment) as are necessary in order that each such Lender’s credit exposure and outstanding Loans reflects such Lender’s ratable share of the outstanding aggregate credit exposure on the Amendment Effective Date. Notwithstanding anything to the contrary in Section 3.3 of the Credit Agreement or otherwise in the Credit Agreement, each Lender agrees to waive, and will not request, reimbursement or indemnification to which it may otherwise be entitled, for any losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loan and such reallocation described above. The Borrower agrees with and consents to the foregoing.