Common use of Joinder of Additional Lenders Clause in Contracts

Joinder of Additional Lenders. (a) Without limiting the generality of clause (b) below, each Term Lender who is not a Lender under the 2011 Credit Agreement immediately prior to giving effect to this Amendment (such Term Lender, an “Additional Lender”) (i) confirms that it has received a copy of the 2011 Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (ii) agrees that it has, independently and without reliance on any Agent, the Joint Lead Arrangers or any other Lender Party and based on the financial statements referred to in Section 4.01 of the 2011 Credit Agreement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (iii) agrees that it will, independently and without reliance upon any Agent, the Joint Lead Arrangers or any other Lender Party 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 Amended Credit Agreement and (iv) appoints and authorizes the Joint Lead Arrangers and each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Joint Lead Arrangers and such Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. (b) Upon the effectiveness of this Amendment, each of the undersigned Additional Lenders (i) shall become Lenders under (and as defined in) the Amended Credit Agreement and (ii) agrees that it shall have all of the rights and obligations of Lenders under (and as defined in) the Amended Credit Agreement. It is hereby understood and agreed that this Section 3 shall be deemed to constitute the joinder agreement referenced in Section 2.17(c) of the 2011 Credit Agreement.

Joinder of Additional Lenders. (a) Without limiting the generality of clause (b) below, each 6.1 Each Incremental Term Lender who is that was not a Lender under the 2011 Credit Agreement immediately prior to giving effect to the effectiveness of this Amendment (such Term Lender, each an “Additional Lender”) hereby (a) represents and warrants that (i) confirms that it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement) and the requirement contained in Section 10.06(b)(iii) of the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Incremental Term Loan, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the 2011 Credit Agreement and the other Loan DocumentsAgreement, together with copies of the most recent financial statements referred delivered pursuant to therein Section 6.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (ii) agrees that Amendment and to make its Incremental Term Loan on the basis of which it has, has made such analysis and decision independently and without reliance on any Agent, the Joint Lead Arrangers Administrative Agent or any other Lender Party Lender, and based on the financial statements referred to (v) if it is not a United States Person (as defined in Section 4.01 7701(a)(30) of the 2011 Code), attached to this Amendment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement Agreement, duly completed and such other documents executed by it; and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (iiib) agrees that (i) it will, independently and without reliance upon any Agent, on the Joint Lead Arrangers Administrative Agent or any other Lender Party 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 Amended Credit Agreement and (iv) appoints and authorizes the Joint Lead Arrangers and each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Joint Lead Arrangers and such Agent by the terms thereofDocuments, together with such powers and discretion as are reasonably incidental thereto. (b) Upon the effectiveness of this Amendment, each of the undersigned Additional Lenders (i) shall become Lenders under (and as defined in) the Amended Credit Agreement and (ii) agrees that it shall have will perform in accordance with their terms all of the rights and obligations of Lenders under (and as defined in) which by the Amended Credit Agreement. It is hereby understood and agreed that this Section 3 shall be deemed to constitute the joinder agreement referenced in Section 2.17(c) terms of the 2011 Loan Documents are required to be performed by it as a Lender. 6.2 The Borrower hereby consents to each Additional Lender becoming a Lender under the Credit AgreementAgreement and agrees that each such Additional Lender shall constitute an Eligible Assignee.

Joinder of Additional Lenders. (a) Without limiting the generality of clause (b) below, each Term Lender who is not a Lender under the 2011 Credit Agreement immediately prior to giving effect to this Amendment (such Term Lender, an “Additional Lender”) (i) confirms that it has received a copy 4.1 Each of the 2011 Additional Lenders acknowledges and agrees that, upon its execution of this Agreement, such Additional Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. 4.2 Each of the Additional Lenders hereby represents and warrants, and acknowledges and agrees that (i) the making and performance by such Additional Lender of this Agreement are within such Additional Lender’s corporate powers, such Additional Lender has been duly authorized by all necessary corporate action to become a Lender under the Credit Agreement and that the Credit Agreement constitutes a legal, valid and binding obligation of such Additional Lender, enforceable against such Additional Lender in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and except as the enforceability of this Agreement is subject to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing, (ii) it meets all of the requirements of an Eligible Assignee under the Credit Agreement and (iii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to therein available under Section 5.01(a)(i) and (ii) of the Credit Agreement and such other documents and such other information as it has deemed appropriate to make its own credit analysis and decision to enter into this AmendmentAgreement, (ii) agrees that it hasand based on such information, has made such analysis and decision independently and without reliance on any Agent, the Joint Lead Arrangers Administrative Agent or any other Lender Party and based on Lender. 4.3 Except as set forth in this Agreement, the financial statements referred Additional Lenders’ Revolving Credit Commitments shall be subject to in Section 4.01 the provisions of the 2011 Credit Agreement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (iii) agrees that it will, independently and without reliance upon any Agent, the Joint Lead Arrangers or any other Lender Party 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 Amended Credit Agreement and (iv) appoints and authorizes the Joint Lead Arrangers and each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Joint Lead Arrangers and such Agent by the terms thereof, together with such powers and discretion as are reasonably incidental theretoDocuments. (b) Upon the effectiveness of this Amendment, 4.4 The Borrower and Administrative Agent confirm and approve each of the undersigned Additional Lenders (i) shall become Lenders under (and Lender as defined in) the Amended Credit Agreement and (ii) agrees that it shall have all of the rights and obligations of Lenders under (and as defined in) the Amended Credit Agreement. It is hereby understood and agreed that this Section 3 shall be deemed to constitute the joinder agreement referenced in Section 2.17(c) of the 2011 Credit Agreementan Eligible Assignee.

Joinder of Additional Lenders. The Huntington National Bank agrees to join the Credit Agreement as a Lender (the “Joining Lender”). By its signature below, the undersigned Joining Lender hereby agrees to be a party to, and bound by the terms and conditions of, the Credit Agreement as if it had been an original signatory party thereto, and from and after the date hereof shall be deemed a “Lender” under and as defined in the Credit Agreement. By its signature below, each of the undersigned Borrowers and Administrative Agent hereby consents to the joinder of the Joining Lender. The Joining Lender (a) Without limiting represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the generality of clause (b) below, each Term Lender who is not transactions contemplated hereby and to become a Lender under the 2011 Credit Agreement, (ii) it is not unlawful, nor has any Governmental Authority asserted that it is unlawful, for such Joining Lender or its applicable Lending Office(s) to make, maintain or fund Loans to, or to participate in Letters of Credit issued for the account of, any Foreign Borrower that is a party to the Credit Agreement immediately prior to giving effect to this on the First Amendment Effective Date, (such Term Lenderiii) from and after the First Amendment Effective Date, an “Additional Lender”it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) (i) confirms that it has received a copy of the 2011 Credit Agreement Agreement, and has received or has been afforded the other Loan Documents, together with opportunity to receive copies of the most recent financial statements referred delivered pursuant to therein Section 5.1 of the Credit Agreement, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this AmendmentAmendment and to commit to the Commitment, and (iiv) agrees that it has, independently and without reliance on any Agent, upon the Joint Lead Arrangers Administrative Agent or any other Lender Party and based on the financial statements referred to in Section 4.01 of the 2011 Credit Agreement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, Amendment and to acquire the Commitment; and (iiib) agrees that (i) it will, independently and without reliance upon any Agent, the Joint Lead Arrangers Administrative Agent or any other Lender Party 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 Amended Credit Agreement and (iv) appoints and authorizes the Joint Lead Arrangers and each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Joint Lead Arrangers and such Agent by the terms thereofDocuments, together with such powers and discretion as are reasonably incidental thereto. (b) Upon the effectiveness of this Amendment, each of the undersigned Additional Lenders (i) shall become Lenders under (and as defined in) the Amended Credit Agreement and (ii) agrees that it shall have will perform in accordance with their terms all of the rights and obligations of Lenders under (and as defined in) which by the Amended Credit Agreement. It is hereby understood and agreed that this Section 3 shall be deemed to constitute the joinder agreement referenced in Section 2.17(c) terms of the 2011 Credit AgreementLoan Documents are required to be performed by it as a Lender.

Joinder of Additional Lenders. Borrowers may request that the aggregate Commitment be increased one time on or before April 30, 2004 to an amount not exceeding $75,000,000. Agent will use reasonable efforts to cause such increase by offering such increase to Lenders currently party hereto or other Persons reasonably satisfactory to Agent and Borrowers (each, an "Additional Lender"). Such increase in the Commitments shall be subject to the satisfaction of the following conditions as of the date of such increase: (a) Without limiting the generality neither a Default nor an Event of clause (b) below, each Term Lender who is not a Lender under the 2011 Credit Agreement immediately prior to giving effect to this Amendment (such Term Lender, an “Additional Lender”) (i) confirms that it has received a copy of the 2011 Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (ii) agrees that it has, independently and without reliance on any Agent, the Joint Lead Arrangers Default shall have occurred or any other Lender Party and based on the financial statements referred to in Section 4.01 of the 2011 Credit Agreement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (iii) agrees that it will, independently and without reliance upon any Agent, the Joint Lead Arrangers or any other Lender Party 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 Amended Credit Agreement and (iv) appoints and authorizes the Joint Lead Arrangers and each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Joint Lead Arrangers and such Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto.be continuing; (b) Upon such increase shall be in an amount at least equal to $5,000,000; (c) after giving effect to such increase, the effectiveness aggregate Commitment shall not exceed $75,000,000; (d) Agent shall have received an acknowledgement agreement executed by each Additional Lender, the Credit Parties, Agent and each existing Lender in the form of Exhibit 1.15 (the "Acknowledgement Agreement"); (e) Borrowers shall have executed and delivered Notes to each Lender and each Additional Lender to replace the existing Notes for each outstanding Term Loan as of such date, in accordance with the Acknowledgement Agreement; (f) Borrowers shall have executed and delivered amendments to the Mortgages to provide each Additional Lender's name and address and to acknowledge each Additional Lender's rights in the Collateral secured thereby, if such amendments are required by applicable law; (g) Credit Parties or LTF shall have paid the Fees specified in the Fee Letter and required by Section 1.5 and shall have reimbursed Agent for all fees, costs and expenses presented as of the date of such increase and not previously paid or reimbursed; and (h) each Additional Lender shall have made the amount of such Additional Lender's Pro Rata Share Outstanding of existing Term Loans (as set forth in the Acknowledgment Agreement) available to Agent in same day funds by wire transfer to Agent's account as set forth in Annex E not later than 3:00 p.m. (New York time) on the date of such increase, to be disbursed by Agent to Lenders other than Additional Lenders in accordance with the Acknowledgment Agreement. On and after the date of such increase, Additional Lenders shall be considered "Lenders" hereunder and parties to this Agreement, for purposes of this Amendment, each of the undersigned Additional Lenders (i) shall become Lenders under (and as defined in) the Amended Credit Agreement and (ii) agrees that it shall have all of the rights each other Loan Document, and obligations of Lenders under (Annexes F and as defined in) the Amended Credit Agreement. It is hereby understood and agreed that this Section 3 G shall be deemed replaced in their entireties by Annexes F and G to constitute the joinder agreement referenced in Section 2.17(c) of the 2011 Credit Acknowledgment Agreement.