Common use of Addition of New Lenders Clause in Contracts

Addition of New Lenders. Each Lender party to this Amendment that was not previously a party to the Reimbursement Agreement (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to become a Lender under the Reimbursement Agreement, (ii) from and after the date hereof, it shall be bound by the provisions of the Reimbursement Agreement as a Lender thereunder and, to the extent of its L/C Commitment shown on SCHEDULE 1 hereto, shall have the obligations of a Lender thereunder, (iii) it has received a copy of the Reimbursement Agreement, together with copies of the most recent financial statements delivered pursuant thereto, 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 it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iv) if it is a Foreign Lender, it has separately delivered to the Administrative Agent and the Credit Parties any documentation required to be delivered by it pursuant to the terms of the Reimbursement Agreement, duly completed and executed by such new Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Credit Documents are required to be performed by it as a Lender. Upon the effectiveness of this Amendment the aggregate Letter of Credit Participating Interests shall be reallocated among all of the Lenders Pro Rata based upon the L/C Commitments shown on SCHEDULE 1, it being intended that the new Lender's L/C Commitments and Letter of Credit Participating Interests shall be pari passu with those of the other Lenders.

Addition of New Lenders. Each Lender party To reflect the fact that certain financial institutions which are not currently Short Term Lenders may desire to this Amendment that was not previously become Short Term Lenders under the Credit Agreement, any such financial institution signing below as an "Applicant Financial Institution" (and defined herein as such) shall become a party "Short Term Lender" under the Credit Agreement as of the Effective Date, and shall be deemed approved by each of the Company and the Managing Administrative Agent pursuant to Paragraph 14(a) of the Reimbursement Agreement Credit Agreement, on the following terms and conditions: (a) represents Each such Applicant Financial Institution hereby acknowledges and warrants agrees that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to become a Lender under the Reimbursement Agreement, (ii) from and after the date hereof, Effective Date it shall will be bound by a "Short Term Lender" under the provisions of Credit Agreement and the Reimbursement Agreement as a Lender thereunder and, to other Credit Documents with all the extent of its L/C Commitment shown on SCHEDULE 1 hereto, shall have rights and benefits and with all the obligations of the Short Term Lenders thereunder. (b) On and after the Effective Date, the Maximum Short Term Facility Commitment and Short Term Swing Line Commitment of each such Applicant Financial Institution shall be consistent with the Commitment Schedule attached hereto as Annex 1 (the "Replacement Commitment Schedule") and, if necessary, each such Applicant Financial Institution hereby agrees to purchase on the Effective Date and to accept the assignment and transfer of a Lender thereunder, (iii) it has received a copy portion of the Reimbursement AgreementMaximum Short Term Facility Commitments and, together as applicable, the Short Term Swingline Commitments held by the Existing Short Term Lenders consistent with copies the Replacement Commitment Schedule. (c) The Managing Administrative Agent hereby waives: (1) receipt of any Additional Lender Agreement or Assignment Agreement that would otherwise be required to be executed and delivered by such Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iii) of the most recent financial statements delivered pursuant thereto, 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 it has made such analysis and decision independently and without reliance on the Administrative Agent or any other LenderCredit Agreement, and (iv2) if it is a Foreign Lender, it has separately delivered to the Administrative Agent and the Credit Parties any documentation registration fee of $3,500.00 required to be delivered by it each Applicant Financial Institution pursuant to the terms of the Reimbursement Agreement, duly completed and executed by such new Lender; and (bParagraph 14(a)(2)(iv) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Credit Documents are required to be performed by it as a Lender. Upon the effectiveness of this Amendment the aggregate Letter of Credit Participating Interests shall be reallocated among all of the Lenders Pro Rata based upon the L/C Commitments shown on SCHEDULE 1, it being intended that the new Lender's L/C Commitments and Letter of Credit Participating Interests shall be pari passu with those of the other LendersAgreement.

Addition of New Lenders. Each Lender party The parties hereto agree that the provisions of Section 10.07 of the Credit Agreement shall not be applicable to the addition of the New Lenders pursuant to this Amendment that was not previously a party Second Amendment. Each New Lender represents and warrants to the Reimbursement Agreement Administrative Agent as follows: (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to become a such New Lender under the Reimbursement Agreement, (ii) from and after the date hereof, it shall be bound by the provisions of the Reimbursement Agreement as a Lender thereunder and, to the extent of its L/C Commitment shown on SCHEDULE 1 hereto, shall have the obligations of a Lender thereunder, (iii) it has received a copy of the Reimbursement AgreementCredit Agreement and all amendments thereto, together with copies of the most recent financial statements of the Borrower delivered pursuant thereto, and it is an Eligible Assignee; (b) it has the full power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Second Amendment, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated by, this Second Amendment and the other Loan Documents, and no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection herewith or therewith; (c) under applicable Laws no tax will be required to be withheld by the Administrative Agent or the Borrower with respect to any payments to be made to such New Lender under any Loan Document, and no tax forms described in Section 10.15 of the Credit Agreement are required to be delivered by such New Lender; and (d) such New Lender has received and reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment and it become a party to the Credit Agreement. Such New Lender has made such analysis and decision independently and without reliance on upon the Administrative Agent or any other LenderPerson, and (iv) if it is based on such information as such New Lender has deemed appropriate, made its own credit analysis and decision to enter into this Second Amendment and become a Foreign Lender, it has separately delivered party to the Administrative Agent and the Credit Parties any documentation required to be delivered by it pursuant to the terms of the Reimbursement Agreement, duly completed and executed by such new Lender; and (b) agrees that (i) it . Such New Lender will, independently and without reliance on upon the Administrative Agent or any other Lender, and based on upon 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 Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Credit Documents are required to be performed by it as a Lender. Upon the effectiveness of this Amendment the aggregate Letter of Credit Participating Interests shall be reallocated among all of the Lenders Pro Rata based upon the L/C Commitments shown on SCHEDULE 1, it being intended that the new Lender's L/C Commitments and Letter of Credit Participating Interests shall be pari passu with those of the other LendersAgreement.

Addition of New Lenders. Each Lender party The parties hereto agrees that the provision of Section 9.04 of the Credit Agreement shall not be applicable to the addition of the New Lenders pursuant to this Amendment that was not previously a party to the Reimbursement Agreement (a) represents Second Amendment. Each New Lender covenants and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to become a Lender under the Reimbursement Agreement, (ii) from and after the date hereof, it shall be bound by the provisions of the Reimbursement Agreement as a Lender thereunder and, to the extent of its L/C Commitment shown on SCHEDULE 1 hereto, shall have the obligations of a Lender thereunder, (iii) it has received a copy of the Reimbursement Agreement, together with copies of the most recent financial statements delivered pursuant thereto, 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 it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iv) if it is a Foreign Lender, it has separately delivered to the Administrative Agent and the Credit Parties any documentation required to be delivered by it pursuant to the terms of the Reimbursement Agreement, duly completed and executed by such new Lender; and (b) agrees that (ia) 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 Documents, and (iib) it will perform in accordance with their requisite terms all of the obligations that which by the terms of the Credit Documents are required to be performed by it as a Lender. Upon Furthermore, each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Second Amendment and to consummate the effectiveness of this transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it satisfies the requirements specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (c) from and after the Second Amendment the aggregate Letter of Credit Participating Interests Closing Date, it shall be reallocated among all bound by the provisions of the Lenders Pro Rata based upon Credit Agreement as a Lender thereunder and shall have the L/C Commitments shown obligations of a Lender thereunder, (d) it has received a copy of the Credit Agreement and the other Credit Documents requested by it, together with copies of the most recent financial statements delivered pursuant to Section 5.05 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 Second Amendment and to become a Lender under the Credit Agreement on SCHEDULE 1the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and (e) if it is a Foreign Lender, it being intended that has delivered to the new Lender's L/C Commitments and Letter of Credit Participating Interests shall be pari passu Borrower (with those a copy of the other LendersAdministrative Agent) any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed.

Addition of New Lenders. Each Lender party To reflect the fact that certain financial institutions which are not currently Lenders may desire to this Amendment that was not previously become Lenders under the Credit Agreement effective as of the Effective Date, any such financial institution signing below as an "Applicant Financial Institution" (and defined herein as such) shall become a party "Lender" under the Credit Agreement as of the Effective Date, and shall be deemed approved by each of the Company and the Lead Administrative Agent pursuant to Paragraph 14(a) of the Reimbursement Agreement Credit Agreement, on the following terms and conditions: (a) represents Each such Applicant Financial Institution hereby acknowledges and warrants agrees that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to become a Lender under the Reimbursement Agreement, (ii) from and after the date hereof, Effective Date it shall will be bound by a "Lender" under the provisions of Credit Agreement and the Reimbursement Agreement as a Lender thereunder and, to other Credit Documents with all the extent of its L/C Commitment shown on SCHEDULE 1 hereto, shall have rights and benefits and with all the obligations of a Lender thereunder. (b) On the Effective Date, the Maximum Commitment and Swing Line Commitment of each such Applicant Financial Institution shall be consistent with the Commitment Schedule attached hereto as Annex 1 (iiithe "Replacement Commitment Schedule") it has received and, if necessary, each such Applicant Financial Institution hereby agrees to purchase on the Effective Date and to accept the assignment and transfer of a copy portion of the Reimbursement AgreementMaximum Commitments and, together as applicable, the Swing Line Commitments held by the Existing Lenders consistent with copies the Replacement Commitment Schedule. (c) The Lead Administrative Agent hereby waives: (1) receipt of any Additional Lender Agreement or Assignment Agreement that would otherwise be required to be executed and delivered by such Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iii) of the most recent financial statements delivered pursuant thereto, 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 it has made such analysis and decision independently and without reliance on the Administrative Agent or any other LenderCredit Agreement, and (iv2) if it is a Foreign Lender, it has separately delivered to the Administrative Agent and the Credit Parties any documentation registration fee of $3,500.00 that would otherwise be required to be delivered by it each Applicant Financial Institution pursuant to the terms of the Reimbursement Agreement, duly completed and executed by such new Lender; and (bParagraph 14(a)(2)(iv) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Credit Documents are required to be performed by it as a Lender. Upon the effectiveness of this Amendment the aggregate Letter of Credit Participating Interests shall be reallocated among all of the Lenders Pro Rata based upon the L/C Commitments shown on SCHEDULE 1, it being intended that the new Lender's L/C Commitments and Letter of Credit Participating Interests shall be pari passu with those of the other LendersAgreement.

Addition of New Lenders. Each Lender party To reflect the fact that certain financial institutions may desire to this Amendment that was not previously become “Lenders” under the Credit Agreement, any financial institution signing below as an “Applicant Financial Institution” (and defined herein as such) shall become a party “Lender” under the Credit Agreement as of the Effective Date, and shall be deemed approved by each of the Company and the Lead Administrative Agent pursuant to Paragraph 14(a) of the Reimbursement Agreement Credit Agreement, on the following terms and conditions: (a) represents Each such Applicant Financial Institution hereby acknowledges and warrants agrees that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to become a Lender under the Reimbursement Agreement, (ii) from and after the date hereof, Effective Date it shall will be bound by a "Lender" under the provisions of Credit Agreement and the Reimbursement Agreement as a Lender thereunder and, to other Credit Documents with all the extent of its L/C Commitment shown on SCHEDULE 1 hereto, shall have rights and benefits and with all the obligations of the Lenders thereunder. (b) On and after the Effective Date, the Maximum Commitment and Swing Line Commitment of each such Applicant Financial Institution shall be consistent with the Commitment Schedule attached hereto as Annex 1 (the "Replacement Commitment Schedule") and, if necessary, each such Applicant Financial Institution hereby agrees to purchase on the Effective Date and to accept the assignment and transfer of a Lender thereunder, (iii) it has received a copy portion of the Reimbursement AgreementMaximum Commitments and, together as applicable, the Swingline Commitments held by the Existing Lenders consistent with copies the Replacement Commitment Schedule. (c) To reflect the addition of each such Applicant Financial Institution as a Lender, the schedule of addresses attached to the Credit Agreement as Annex II shall be replaced by the schedule of addresses attached hereto as Replacement Annex II as of the most recent financial statements delivered pursuant thereto, 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 it has made such analysis and decision independently and without reliance on the Effective Date. (d) The Lead Administrative Agent hereby waives: (i) receipt of any Additional Lender Agreement or any other LenderAssignment Agreement that would otherwise be required to be executed and delivered by the Applicant Financial Institution pursuant to Paragraph 14(a)(2)(iii) of the Credit Agreement, and (ivii) if it is a Foreign Lender, it has separately delivered to the Administrative Agent and the Credit Parties any documentation registration fee of $3,500.00 required to be delivered by it each Applicant Financial Institution pursuant to the terms of the Reimbursement Agreement, duly completed and executed by such new Lender; and (bParagraph 14(a)(2)(iv) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Credit Documents are required to be performed by it as a Lender. Upon the effectiveness of this Amendment the aggregate Letter of Credit Participating Interests shall be reallocated among all of the Lenders Pro Rata based upon the L/C Commitments shown on SCHEDULE 1, it being intended that the new Lender's L/C Commitments and Letter of Credit Participating Interests shall be pari passu with those of the other LendersAgreement.

Addition of New Lenders. Each Lender party to this Amendment that was not previously a party to the Reimbursement Agreement (a) represents and warrants that On the Second Amendment Effective Date, (i) it has full power The Bank of Nova Scotia and authorityING Capital LLC, and has taken are each hereby added as a “Lender” for all action necessary, to execute and deliver this Amendment and to become a Lender purposes under the Reimbursement Agreement, Credit Agreement (as amended by this Amendment) with a Maximum Credit Amount as specified in the attached Annex I and (ii) from the Maximum Credit Amount of each Lender (including the new Lenders specified in the preceding clause (i)) shall, without any further action (including, without the execution of any joinder agreement or any Assignment and after Assumption or the date hereofpayment of any processing and recordation fee to the Administrative Agent), it shall be bound by the provisions of Maximum Credit Amount specified for such Lender on the Reimbursement Agreement as a Lender thereunder andattached Annex I. (b) In connection therewith, to the extent of its L/C Commitment shown on SCHEDULE 1 heretothat the Maximum Credit Amounts in effect immediately prior to the Second Amendment Effective Date are reallocated (the “Reallocation”), shall have the obligations of a Lender thereunderthen, (iii) it has received a copy of the Reimbursement Agreement, together with copies of the most recent financial statements delivered pursuant thereto, 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 it has made such analysis and decision independently and without reliance on the Administrative Agent Second Amendment Effective Date, the Lenders shall purchase and assume (without recourse or warranty) from the Lenders (i) Loans, to the extent that there are any other LenderLoans then outstanding, and (ivii) if it is a Foreign Lenderundivided participation interests in any outstanding LC Exposure, it has separately delivered in each case, to the Administrative Agent extent necessary to ensure that after giving effect to the Reallocation, each Lender has outstanding Loans and participation interests in outstanding LC Exposure equal to its Applicable Percentage of the Aggregate Maximum Credit Parties Amounts. Each Lender shall make any documentation payment required to be delivered made by it pursuant to the terms preceding sentence via wire transfer to the Administrative Agent on the Second Amendment Effective Date and the Administrative Agent shall remit the relevant amounts to those Lenders entitled to a portion of the Reimbursement Agreement, duly completed amounts received by the Administrative Agent pursuant to this Section 3.02. Each existing Lender shall be automatically deemed to have assigned any outstanding Loans and executed by such new Lender; and participation interests in outstanding LC Exposure on the Second Amendment Effective Date necessary to give effect to this paragraph (b) agrees that (i) it willand the existing Lenders, independently each new Lender and without reliance on the Borrower each agree to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at to effectuate the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all provisions of the obligations preceding sentences. If, on the Second Amendment Effective Date, any Loans that by are Eurodollar Loans have been funded, then the terms Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 5.02 of the Credit Documents are required Agreement, as amended by this Second Amendment, in connection with the reallocation of such outstanding Loans to be performed by it as a Lender. Upon effectuate the effectiveness provisions of this Amendment the aggregate Letter of Credit Participating Interests shall be reallocated among all of the Lenders Pro Rata based upon the L/C Commitments shown on SCHEDULE 1, it being intended that the new Lender's L/C Commitments and Letter of Credit Participating Interests shall be pari passu with those of the other Lendersparagraph.

Addition of New Lenders. Each Lender party to this Amendment that was not previously a party to the Reimbursement Agreement (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to become a Lender under the Reimbursement Agreement, (ii) from and after the date hereof, it shall be bound by the provisions of the Reimbursement Agreement as a Lender thereunder and, to the extent of its L/C Commitment shown on SCHEDULE Schedule 1 hereto, shall have the obligations of a Lender thereunder, (iii) it has received a copy of the Reimbursement Agreement, together with copies of the most recent financial statements delivered pursuant thereto, 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 it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iv) if it is a Foreign Lender, it has separately delivered to the Administrative Agent and the Credit Parties any documentation required to be delivered by it pursuant to the terms of the Reimbursement Agreement, duly completed and executed by such new Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Credit Documents are required to be performed by it as a Lender. Upon the effectiveness of this Amendment the aggregate Letter of Credit Participating Interests shall be reallocated among all of the Lenders Pro Rata based upon the L/C Commitments shown on SCHEDULE Schedule 1, it being intended that the new Lender's L/C Commitments and Letter of Credit Participating Interests shall be pari passu with those of the other Lenders.

Addition of New Lenders. Each Lender party to this Amendment that was not previously By its execution hereof, each of the following is becoming a party to the Reimbursement Credit Agreement as a Lender as of the Amendment Effective Date: Citibank, N.A. and PNC Bank, National Association (a) represents each a “New Lender”). Each New Lender shall evidence its entry into the Credit Agreement by its execution and warrants delivery of signature pages to this Amendment. This Amendment shall not be given effect prior to receipt of the New Lenders’ executed pages hereto. Each New Lender agrees that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to become constitutes a Lender under the Reimbursement Agreement, (ii) from Credit Agreement and after the date hereof, it other Loan Documents and shall be bound by the provisions of this Amendment, the Reimbursement Credit Agreement as a Lender thereunder and, and the other Loan Documents. Each New Lender’s Revolving Credit Commitment appears in Schedule 1 to the extent of its L/C Commitment shown on SCHEDULE 1 hereto, shall have the obligations of a Credit Agreement. Each New Lender thereunder, (iii) acknowledges and agrees that it has received a copy of the Reimbursement Credit Agreement, together with copies of the most recent financial statements delivered pursuant thereto, 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 it has made such to become a Lender, which analysis and decision has been made independently of and without reliance on upon the Administrative Agent or any other Lender, and (iv) if it is a Foreign Lender, it has separately delivered to the Administrative Agent and the Credit Parties any documentation required to be delivered by it pursuant to the terms of the Reimbursement Agreement, duly completed and executed by such new Lender; and (b) agrees that (i) . Each New Lender confirms 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 (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Credit Loan Documents are required to be performed by it as a Lender. Upon The Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the effectiveness of this Amendment Credit Agreement (prior to giving effect to the aggregate Letter of Credit Participating Interests shall be reallocated among all Amendment) as are necessary in order that each such Lender’s credit exposure and outstanding Loans reflects such Lender’s ratable share of the Lenders Pro Rata based upon outstanding aggregate credit exposure on the L/C Commitments shown on SCHEDULE 1, it being intended that Amendment Effective Date. Notwithstanding anything to the new Lender's L/C Commitments and Letter of Credit Participating Interests shall be pari passu with those contrary in Section 3.3 of the other LendersCredit Agreement or otherwise in the Credit Agreement, each Lender, including any Departing 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 and such reallocation described above or in the case of any Departing Lender, payment as provided under Section 4.1 above. The Borrower agrees with and consents to the foregoing.

Addition of New Lenders. Each Lender party to this Amendment that was not previously a party to the Reimbursement Agreement (a) represents and warrants that On the Amendment Effective Date, (i) it has full power and authority, and has taken Fifth Third Bank is hereby added as a “Lender” for all action necessary, to execute and deliver this Amendment and to become a Lender purposes under the Reimbursement Agreement, Credit Agreement (as amended by this Amendment) with a Maximum Credit Amount as specified in the attached Annex I and (ii) from the Maximum Credit Amount of each Lender (including the new Lender specified in the preceding clause (i)) shall, without any further action (including, without the execution of any joinder agreement or any Assignment and after Assumption or the date hereofpayment of any processing and recordation fee to the Administrative Agent), it shall be bound by the provisions of Maximum Credit Amount specified for such Lender on the Reimbursement Agreement as a Lender thereunder andattached Annex I. (b) In connection therewith, to the extent of its L/C Commitment shown on SCHEDULE 1 heretothat the Maximum Credit Amounts in effect immediately prior to the Amendment Effective Date are reallocated (the “Reallocation”), shall have the obligations of a Lender thereunderthen, (iii) it has received a copy of the Reimbursement Agreement, together with copies of the most recent financial statements delivered pursuant thereto, 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 it has made such analysis and decision independently and without reliance on the Administrative Agent Amendment Effective Date, the Lenders shall purchase and assume (without recourse or warranty) from the Lenders (i) Loans, to the extent that there are any other LenderLoans then outstanding, and (ivii) if it is a Foreign Lenderundivided participation interests in any outstanding LC Exposure, it has separately delivered in each case, to the Administrative Agent extent necessary to ensure that after giving effect to the Reallocation, each Lender has outstanding Loans and participation interests in outstanding LC Exposure equal to its Applicable Percentage of the Aggregate Maximum Credit Parties Amounts. Each Lender shall make any documentation payment required to be delivered made by it pursuant to the terms preceding sentence via wire transfer to the Administrative Agent on the Amendment Effective Date and the Administrative Agent shall remit the relevant amounts to those Lenders entitled to a portion of the Reimbursement Agreement, duly completed amounts received by the Administrative Agent pursuant to this Section 3.02. Each existing Lender shall be automatically deemed to have assigned any outstanding Loans and executed by such new Lender; and participation interests in outstanding LC Exposure on the Amendment Effective Date necessary to give effect to this paragraph (b) agrees that (i) it willand the existing Lenders, independently each new Lender and without reliance on the Borrower each agree to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at to effectuate the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all provisions of the obligations preceding sentences. If, on the Amendment Effective Date, any Loans that by are Eurodollar Loans have been funded, then the terms Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 5.02 of the Credit Documents are required Agreement, as amended by this Amendment, in connection with the reallocation of such outstanding Loans to be performed by it as a Lender. Upon effectuate the effectiveness provisions of this Amendment the aggregate Letter of Credit Participating Interests shall be reallocated among all of the Lenders Pro Rata based upon the L/C Commitments shown on SCHEDULE 1, it being intended that the new Lender's L/C Commitments and Letter of Credit Participating Interests shall be pari passu with those of the other Lendersparagraph.

Addition of New Lenders. Each Lender party The parties hereto agree that the provisions of Section 10.06 of the Credit Agreement shall not be applicable to the addition of the New Lenders pursuant to this Amendment that was not previously a party to the Reimbursement Agreement First Amendment. (a) represents Each New Lender represents, warrants and warrants that acknowledges to the Administrative Agent as follows: (i) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Reimbursement Credit Agreement, ; (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement; (iii) from and after the date hereofFirst Amendment Effective Date, it shall be bound by the provisions of the Reimbursement Credit Agreement as a Lender thereunder and, to the extent of its L/C Commitment shown on SCHEDULE 1 hereto, and shall have the obligations of a Lender thereunder, , (iiiiv) it has received a copy of the Reimbursement Credit Agreement, together with copies of the most recent financial statements delivered pursuant theretoto Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment and to extend credit to the Borrower and the other Loan Parties under the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and and (ivv) if it is a Foreign Lender, it has separately delivered to the Administrative Agent and the Credit Parties attached hereto is any documentation required to be delivered by it pursuant to the terms of the Reimbursement Credit Agreement, duly completed and executed by such new New Lender; and and (b) Each New Lender agrees that that: (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Loan Documents, and and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Credit Loan Documents are required to be performed by it as a Lender. Upon ; and (iii) on the First Amendment Effective Date and subject to the satisfaction of the conditions to effectiveness set forth in this Section 3 of this Amendment the aggregate Letter of Credit Participating Interests Agreement, it shall be reallocated among deemed automatically to have become a party to the Credit Agreement and have all rights and obligations of a Lender under the Credit Agreement and the other Loan Documents as if it were an original Lender signatory thereto. (c) On the First Amendment Effective Date and subject to the satisfaction of the conditions to effectiveness set forth in Section 3 of this Agreement, each New Lender agrees to be bound by the terms and conditions set forth in the Credit Agreement and the other Loan Documents applicable to the Lenders Pro Rata based upon as if it were an original Lender signatory thereto (and expressly makes the L/C Commitments shown on SCHEDULE 1appointment set forth in, it being intended that and agrees to the new Lender's L/C Commitments and Letter of Credit Participating Interests shall be pari passu with those obligations imposed under, Article IX of the other LendersCredit Agreement).

Addition of New Lenders. Each Lender party to this Amendment that was not previously a party to the Reimbursement Agreement (a) represents 5.1 The parties hereby confirm and warrants that (i) it has full power and authorityagree that, and has taken all action necessary, to execute and deliver this Amendment and to become a Lender under the Reimbursement Agreement, (ii) from and after the date hereofEffective Date, each New Lender shall be a Lender for all purposes of the Amended Credit Agreement and the other Loan Documents having the Commitment set forth opposite its name on Schedule G annexed to the Amended Credit Agreement, and all references herein or therein to “Lenders” or a “Lender” shall be deemed to include each such New Lender. 5.2 Each New Lender hereby agrees that it shall will be bound by the provisions of Amended Credit Agreement and the Reimbursement Agreement other Loan Documents as a Lender thereunder and, to the extent of its L/C Commitment shown as fully as if it had been an original party to the Credit Agreement. 5.3 Without in any way limiting the other provisions hereof or of the Amended Credit Agreement, each New Lender irrevocably confirms that it appoints and authorizes the Agent to take such action as agent on SCHEDULE 1 heretoits behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereof, shall have together with such powers as are reasonably incidental thereto, all in accordance with the obligations provisions of a the Amended Credit Agreement. 5.4 Each New Lender thereunderacknowledges to the Agent that such New Lender has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Obligors and their Subsidiaries, all of the matters and transactions contemplated herein and in the Amended Credit Agreement and the other Loan Documents and all other matters incidental to the Amended Credit Agreement and the other Loan Documents. Each New Lender confirms with the Agent that it does not rely, and it will not hereafter rely, on the Agent: (iiia) to check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Obligors, their Subsidiaries or any other person under or in connection with the Amended Credit Agreement and the other Loan Documents or the transactions therein contemplated (whether or not such information has been or is hereafter distributed to it has received by the Agent); or (b) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Obligors and their Subsidiaries. 5.5 Each New Lender acknowledges to the Agent that a copy of the Reimbursement Agreement, together with Credit Agreement (including a copy of the schedules annexed thereto) has been made available to it for review and further acknowledges and agrees that it has received copies of the most recent financial statements delivered pursuant thereto, such other Loan Documents and such other documents and information as that it has deemed appropriate requested for the purposes of its investigation and analysis of all matters related to make its own credit analysis this Agreement, the Credit Agreement, the other Loan Documents and decision the transactions contemplated hereby and thereby. Each New Lender acknowledges to enter into this Amendment and it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iv) if that it is a Foreign Lender, it has separately delivered satisfied with the form and substance of the Amended Credit Agreement and the other Loan Documents. 5.6 The Obligors and the Agent each hereby consent to the Administrative Agent addition and novation of the New Lenders into the Amended Credit Agreement as Xxxxxxx and agrees to recognize the New Lenders as Lenders under the Amended Credit Agreement as fully as if the New Lenders had been an original party to the Credit Parties any documentation required to be delivered by it pursuant to the terms of the Reimbursement Agreement, duly completed and executed by such new Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Credit Documents are required to be performed by it as a Lender. Upon the effectiveness of this Amendment the aggregate Letter of Credit Participating Interests shall be reallocated among all of the Lenders Pro Rata based upon the L/C Commitments shown on SCHEDULE 1, it being intended that the new Lender's L/C Commitments and Letter of Credit Participating Interests shall be pari passu with those of the other Lenders.