Joinder of New Lender. The New Lender hereby agrees to become a party to the Credit Agreement as a Lender thereunder and agrees to perform in accordance with the terms thereof all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender thereunder. The New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (C) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (D) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement; and (ii) agrees that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents.
Joinder of New Lender. In lieu of executing and delivering an Assignment and Assumption, each Existing Lender whose Pro Rata Share of the Commitments is decreasing in connection herewith (each an “Assignor” and, collectively, the “Assignors”) and the New Lender and each Existing Lender whose Pro Rata Share of the Commitments is increasing in connection herewith (each an “Increasing Lender”; and together with the New Lender, each an “Assignee” and, collectively, the “Assignees”) hereby agree to, and the Borrower hereby accepts, the following:
(a) For an agreed consideration, each Assignor hereby irrevocably sells and assigns to the respective Assignees, and each Assignee hereby irrevocably purchases and assumes from the respective Assignors, subject to and in accordance with the terms hereof and the Credit Agreement, as of the Effective Date, (i) such percentage in and to all of the respective Assignors’ rights and obligations in their respective capacities as Lenders under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount identified in Schedule I hereto that would result in the Existing Lenders and Assignees having the respective Commitments set forth in Schedule I attached hereto (including without limitation any letters of credit and guaranties provided in connection with the Credit Agreement) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Agreement, without representation or warranty by any Assignor.
(b) Each Lender acknowledges that it has, independently and without reliance upon the Admi...
Joinder of New Lender. (a) Each New Lender is hereby added to the Credit Agreement as a Lender, with the Commitment set forth opposite its name on Schedule I attached hereto, and shall receive all rights of a Lender under the Credit Agreement and the other Loan Documents. Each New Lender agrees to be bound by all of the terms and provisions of the Credit Agreement binding on each Lender.
(b) The Commitment of each Existing Lender is adjusted to the amount set forth opposite its name on Schedule I attached hereto.
(c) Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 5.2 of the Credit Agreement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to agree to the various matters set forth herein. Each Lender also acknowledges that it will, independently and without reliance upon 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.
Joinder of New Lender. The New Lender: (a) confirms that it has received a copy of the Credit Agreement, the Guaranties and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and become a Lender party to the Credit Agreement; (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (c) effective as of the Increase Effective Date: (i) appoints or authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Loan Documents as are delegated by the terms thereof, together with such powers as are reasonably incidental thereto; (ii) agrees that it shall be bound by the terms of the Credit Agreement as a Lender thereunder and that 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; and (iii) specifies as its lending office and address for notices the offices set forth on the Administrative Questionnaire provided to the Administrative Agent; and (d) acknowledges and agrees that its Committed Sum with respect to the Facility is reflected on Schedule 2.01 attached hereto.
Joinder of New Lender. 3.1 New Lender agrees that as of the date hereof, New Lender will have a Revolving Commitment in the amount set forth opposite its name on Revised Schedule 2.01. The parties acknowledge, agree and confirm that New Lender shall from and after the date hereof be deemed to be a party to the Loan Agreement and a “Lender” for all purposes under the Loan Agreement and the other Loan Documents, and shall have all the rights and obligations of a Lender under the Loan Agreement and the other Loan Documents as if New Lender had executed the Loan Agreement.
Joinder of New Lender. The New Lender, by executing this Amendment, hereby agrees to be joined to the Credit Agreement and become a “Lender” under the Credit Agreement and the other Loan Documents with all of the rights and benefits of a Lender under the Credit Agreement and the other Loan Documents, and be bound by all of the terms and provisions (and subject to all of the obligations) of a Lender under the Credit Agreement and the other Loan Documents.
Joinder of New Lender. Administrative Agent, the Lenders, Borrowers, and each other Loan Party hereby agree as follows:
Joinder of New Lender. 3.1 Each New Lender agrees that as of the date hereof, such New Lender will have a Revolving Commitment in the amount set forth opposite its name on Revised Schedule 2.01 attached hereto. The parties acknowledge, agree and confirm that each New Lender shall from and after the date hereof be deemed to be a party to the Credit Agreement and a "Lender" for all purposes under the Credit Agreement and the other Loan Documents, and shall have all the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents as if such New Lender had executed the Credit Agreement.
Joinder of New Lender. Deerfield Partners, L.P. (the “New Lender”) (i) represents and warrants that it is sophisticated with respect to decisions to make and maintain the Amendment and Restatement Term Loans under this Agreement made and maintained by it hereunder and it is experienced in acquiring assets of such type, (ii) irrevocably appoints and authorizes the Administrative Agent to act as Administrative Agent on its behalf in accordance with Section 11.1 and the other terms of this Agreement and the other the Credit Documents, (iii) shall perform in accordance with their terms all obligations that, by the terms of the Credit Documents, are required to be performed by it as a Lender, (iv) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Credit Document independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time and (v) has informed the Administrative Agent of its applicable lending offices (and addresses for notices). The parties hereto acknowledge and agree that, upon the satisfaction of the conditions set forth in Article V hereof, the New Lender shall hereinafter be a party to the Credit Agreement and the other Credit Documents as a Lender and shall have the rights and obligations of a Lender hereunder and thereunder.
Joinder of New Lender. Credit Lyonnais hereby joins as of the Effective Date the Loan Agreement as a Lender and agrees to be obligated as a Lender thereunder, and under each other Loan Document, with Commitments and Pro Rata Share as follows: - Line A Commitment $ 3,917,081 - Line B Commitment $16,797,205 - Pro Rata Share of Line A Commitment and Line B Commitment 5.440390282% , in each case as set forth in Schedule 1.1A in the form of EXHIBIT A to this Facility Increase Global Document. Credit Lyonnais expressly assumes its Pro Rata Share of its obligations as a Lender with respect to the Outstanding Letter of Credit. Credit Lyonnais acknowledges that (a) it has received copies of the Loan Agreement and all other Loan Documents, (b) it has received copies of such financial and other information furnished to the Lenders under ARTICLE 10 of the Loan Agreement as it has requested of Borrowers, (c) it is acquiring its interest in the rights and obligations of a Lender under the Loan Agreement directly from Borrowers, and not from any other Lender or the Administrative Agent and (d) it has made its own credit evaluation with respect to the obligations of Borrowers under the Loan Agreement and is not relying on any express or implied representations of any Lender or the Administrative Agent. Credit Lyonnais shall pay to the Administrative Agent the amount set forth opposite its name in EXHIBIT B to this Facility Increase Global Document, which represents its Pro Rata Share of the Line B Loans outstanding as of the Effective Date. Such amount shall be paid by the Administrative Agent to the other Lenders in accordance with EXHIBIT B.
