Common use of Joinder of New Lender Clause in Contracts

Joinder of New Lender. By its signature hereto, New Lxxxxx xxxxxx joins the Credit Agreement as a Lender thereunder and agrees to be bound by all of the terms thereof, and shall be as fully party thereto as if New Lender was an original signatory thereto. New Lender hereby assumes all of the rights, duties and obligations of a Lender under the Credit Agreement and each of the other Credit Documents to which the other Lenders are party. On and as of the date hereof, each reference to a “Lender” in the Credit Agreement or any other Credit Document shall be deemed to include New Lender. New Lender: (i) represents and warrants that it is legally authorized to enter into this Amendment; (ii) confirms that it has received a copy of each of the Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it will, independently and without reliance upon any Agent or any other Lender or any of the Credit Documents 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 or any other instrument or document furnished pursuant thereto; (iv) appoints and authorizes Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Agents by the terms thereof, together with such powers as are reasonably incidental thereto; and (v) agrees that it will be bound by the provisions of the Credit Documents to which the other Lenders are party and will perform in accordance with its terms all the obligations which by the terms of such Credit Documents are required to be performed by Lenders.

Joinder of New Lender. By its signature hereto, The New Lxxxxx xxxxxx joins Lender hereby agrees to become a party to the Credit Agreement as a Lender thereunder and agrees to be bound by perform in accordance with the terms thereof all of the obligations which by the terms thereof, and shall be as fully party thereto as if New Lender was an original signatory thereto. New Lender hereby assumes all of the rights, duties and obligations of a Lender under the Credit Agreement and each of the other Credit Loan Documents are required to which the other Lenders are partybe performed by it as a Lender thereunder. On and as of the date hereof, each reference to a “Lender” in the Credit Agreement or any other Credit Document shall be deemed to include The New Lender. New Lender: Lender (i) represents and warrants that (A) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment; Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (iiB) confirms that 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 each the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the Credit Documents most recent financial statements delivered pursuant to Section 8.01 thereof, 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 AmendmentAgreement, 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 (iiiii) agrees that it will, independently and without reliance upon any on the Administrative Agent or any other Lender or any of the Credit Documents 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 or any other instrument or document furnished pursuant thereto; (iv) appoints and authorizes Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Agents by the terms thereof, together with such powers as are reasonably incidental thereto; and (v) agrees that it will be bound by the provisions of the Credit Documents to which the other Lenders are party and will perform in accordance with its terms all the obligations which by the terms of such Credit Documents are required to be performed by LendersLoan Documents.

Joinder of New Lender. By its signature hereto, New Lxxxxx xxxxxx joins execution and delivery of this Agreement and subject to the terms hereof and the Credit Agreement Agreement, effective as a Lender thereunder and agrees to be bound by all of the terms thereofCommitment Increase Date, and shall be as fully party thereto as if New Lender was an original signatory thereto. the New Lender hereby assumes all of the rights, duties rights and obligations of a “Lender” under the Credit Agreement and the other Loan Documents as detailed below. The New Lender hereby represents and warrants to the Borrower, the Administrative Agent, the Swing Line Lender and the L/C Issuers as follows: (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to become or to continue to be a Lender under the Credit Agreement Agreement, (b) from and each after the Commitment Increase Date, it shall be bound by the provisions of the other Credit Documents to which the other Lenders are party. On and as of the date hereof, each reference to a “Lender” in the Credit Agreement or any and the other Credit Document Loan Documents as a Lender thereunder and, to the extent of its Commitment, shall be deemed to include New Lender. New Lender: have the obligations of a Lender thereunder, and (ic) represents and warrants that it is legally authorized to enter into this Amendment; (ii) confirms that it has received a copy of each the Credit Agreement, together with copies of the Credit Documents most recent financial statements delivered pursuant to 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 AmendmentAgreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Swing Line Lender, any L/C Issuer, or any other Lender; (iii) and agrees that (i) it will, independently and without reliance upon on the Administrative Agent, the Swing Line Lender, any Agent L/C Issuer or any other Lender or any of the Credit Documents 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 or any other instrument or document furnished pursuant thereto; (iv) appoints and authorizes Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Agents by the terms thereofLoan Documents, together with such powers as are reasonably incidental thereto; and (vii) agrees that it will be bound by the provisions of the Credit Documents to which the other Lenders are party and will perform in accordance with its their terms all of the obligations which by the terms of such Credit the Loan Documents are required to be performed by Lendersit as a Lender.

Joinder of New Lender. By its Upon the occurrence of the Amendment Effective Date, the Person identified on the signature hereto, page hereto under the heading “New Lxxxxx xxxxxx joins Lender” (the Credit “New Lender”) will join (and be bound by) the Loan Agreement and the other Loan Documents as a Lender thereunder and agrees to be bound by all thus will, as of the terms thereofAmendment Effective Date, be a Lender for all purposes under the Loan Agreement and the other Loan Documents to the same extent as if originally a party thereto. Furthermore, upon the occurrence of the Amendment Effective Date, New Lender will hold a Revolver Commitment in an amount equal to the amount set forth opposite its name on Schedule C-1 to the Loan Agreement (as amended by this Amendment). Each Borrower and Agent hereby agrees that, from and after the Amendment Effective Date, New Lender shall be deemed to be, and shall be as fully party thereto as if New Lender was an original signatory thereto. New Lender hereby assumes all of the rightsbecome, duties and obligations of a Lender under the Credit Agreement and each of the other Credit Documents to which the other Lenders are party. On and as of the date hereof, each reference to a “Lender” in for all purposes of, and with all the Credit rights and remedies of a “Lender” under, the Loan Agreement or any (as amended hereby) and the other Credit Document shall be deemed to include New LenderLoan Documents. New Lender: Lender (ia) represents and warrants that (i) it is legally authorized to enter into this Amendment; Amendment and (ii) it has all necessary power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and become a Lender under the Loan Agreement and the other Loan Documents, (b) confirms that it has received a copy of each of the Credit Loan Agreement, this Amendment, the other Loan Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Loan Agreement, this AmendmentAmendment and any other Loan Documents; (iiic) agrees that it will, independently and without reliance upon any the Agent or any other Lender or any of the Credit Documents 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 Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (ivd) appoints and authorizes Agents the Agent to take such action as an agent on its behalf and to exercise such powers and discretion under the Credit Agreement Loan Agreement, this Amendment and the other Credit Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to Agents the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (ve) agrees that it will be bound by the provisions of the Credit Documents to which Loan Agreement, this Amendment and the other Lenders are party Loan Documents and will perform in accordance with its terms all of the obligations which by the terms of such Credit the Loan Agreement, this Amendment and the other Loan Documents are required to be performed by Lendersit as a Lender.

Joinder of New Lender. By its signature heretoCadence Bank, N.A. shall be referred to as the “New Lxxxxx xxxxxx joins Lender”. The New Lender: (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 consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from and after the Third Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and agrees to be bound by all of shall have the terms thereof, and shall be as fully party thereto as if New Lender was an original signatory thereto. New Lender hereby assumes all of the rights, duties and obligations of a Lender under the Credit Agreement thereunder and each of the other Credit Documents to which the other Lenders are party. On and as of the date hereof, each reference to a “Lender” in the Credit Agreement or any other Credit Document shall be deemed to include New Lender. New Lender: (iiii) represents and warrants that it is legally authorized to enter into this Amendment; (ii) confirms that it has received a copy of each the Credit Agreement, together with copies of the Credit Documents most recent financial statements delivered pursuant to Section 5.01 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 AmendmentAmendment 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 (iiib) agrees that (i) it will, independently and without reliance upon any on the Administrative Agent or any other Lender or any of the Credit Documents 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 or any other instrument or document furnished pursuant thereto; (iv) appoints and authorizes Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Agents by the terms thereofLoan Documents, together with such powers as are reasonably incidental thereto; and (vii) agrees that it will be bound by the provisions of the Credit Documents to which the other Lenders are party and will perform in accordance with its their terms all of the obligations which that by the terms of such Credit the Loan Documents are required to be performed by Lendersit as a Lender. The Administrative Agent shall deliver to the New Lender a new Revolver Note (in the amount of the New Lender’s Revolver Commitment) (such new Revolver Note is hereinafter referred to as the “New Note”), executed by the Borrower. The Administrative Agent acknowledges that the New Lender meets all requirements of an Eligible Assignee under the Credit Agreement.

Joinder of New Lender. By its signature hereto, The New Lxxxxx xxxxxx joins the Credit Agreement as a Lender thereunder Lender: (a) confirms that it has full power and agrees to be bound by all of the terms thereofauthority, and shall be as fully party thereto as if New Lender was an original signatory thereto. New Lender has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby assumes all of the rights, duties and obligations of to become a Lender under the Credit Agreement and each of the other Credit Documents to which the other Lenders are party. On and as of the date hereof, each reference to a “Lender” in the Credit Agreement or any other Credit Document shall be deemed to include New Lender. New Lender: (i) represents and warrants that it is legally authorized to enter into this AmendmentAgreement; (iib) confirms that it has received a copy of each of the Credit Documents Agreement, the Guaranties and such other documents Loan Documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AmendmentAgreement and become a Lender party to the Credit Agreement; (iiic) confirms that it has, independently and without reliance upon the 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; (c) agrees that it will, independently and without reliance upon any the Agent or any other Lender or any of the Credit Documents and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis and decisions in taking or not taking action under the Credit Documents or any other instrument or document furnished pursuant theretoLoan Documents; (ivd) appoints and or authorizes Agents the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to Agents by the terms thereof, together with such powers as are reasonably incidental thereto; and (ve) agrees that it will be bound by the provisions terms of the Credit Documents to which Agreement as a Lender hereunder and have the other Lenders are party obligations of a Lender hereunder, and will perform in accordance with its their terms all of the obligations which by the terms of such Credit the Loan Documents are required to be performed by Lendersit as a Lender; and (f) specifies as its lending office and address for notices the offices set forth on the loan administration questionnaire form provided to the Agent.

Joinder of New Lender. By its signature heretoOn the date hereof, New Lxxxxx xxxxxx Lender hereby joins the Credit Agreement as a Lender thereunder and agrees to be bound by all of the terms thereof, and shall be as fully party thereto as if New Lender was an original signatory thereto. New Lender hereby assumes all of have the rights, duties rights and obligations of a Lender under the Credit Agreement and each of the other Credit Documents to which the other Lenders are party. On and as of the date hereof, each reference to a “Lender” in the Credit Agreement or any other Credit Document shall be deemed to include New LenderDocuments. New Lender: Lender (i) represents and warrants that it is legally authorized to enter into this Amendment; (iia) confirms that it has received a copy of each the Credit Agreement, together with copies of the most recent financial statements delivered to the Lenders pursuant to Sections 8.01(a) and 8.01(b) of the Credit Documents Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; Amendment and the Credit Agreement, (iiib) agrees that it will, independently and without reliance upon any either Agent or any other Lender or any of the Credit Documents 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 or any other instrument or document furnished pursuant thereto; Agreement, (ivc) appoints and authorizes Agents each Agent to take such action as agent such Agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Agents such Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and , (vd) agrees that it will be bound by the provisions of the Credit Documents to which the other Lenders are party and will perform in accordance with its their terms all of the obligations which by the terms of such the Credit Documents Agreement are required to be performed by Lendersit as a Lender, (e) confirms it has provided its lending office and address for notices to Agents and (f) agrees that it has an Incremental Advance Commitment in the amount set forth opposite New Lender’s name on Schedule 1.01 attached hereto. Nothing contained herein shall constitute a novation of any Obligation.

Joinder of New Lender. By Each New Lender, by its signature heretobelow, New Lxxxxx xxxxxx joins the Credit Agreement as confirms that it has agreed to become a Lender thereunder “Term B Lender” and agrees to be bound by all of the terms thereof, and shall be as fully party thereto as if New Lender was an original signatory thereto. New Lender hereby assumes all of the rights, duties and obligations of a Lender under the Credit Agreement and each of the other Credit Documents to which the other Lenders are party. On and as of the date hereof, each reference to a “Lender” in under, and each as defined in, the Credit Agreement or any other Credit Document shall be deemed to include with a Term B Commitment as set forth on Schedule 2.01 attached as Exhibit B hereto, effective on the date hereof upon the satisfaction of the conditions set forth in Section 3 hereof. Each New Lender. New Lender: Lender (ia) represents and warrants acknowledges that in connection with it is legally authorized to enter into this Amendment; (ii) confirms that becoming a Lender it has received a copy of each the Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements delivered by the Borrower pursuant to the Credit Documents Agreement, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Amendmentbecome a Lender; and (iiib) agrees that that, upon it becoming a Lender on the date hereof, it will, independently and without reliance upon any Agent the Administrative Agent, the L/C Issuer or any other Lender or any of the Credit Documents and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Credit Documents Agreement. In addition, each New Lender represents and warrants that (i) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender on the date hereof and (ii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution and delivery of this Amendment or the performance of its obligations hereunder or as a Lender under the Credit Agreement as of the date hereof. Each New Lender agrees to execute and deliver such other instruments, and take such other actions, as the Administrative Agent or any other instrument Loan Party may reasonably request in connection with the transactions contemplated by this Amendment (including, without limitation, delivering to the Administrative Agent, on or document furnished pursuant thereto; prior to the date hereof, an Administrative Questionnaire). Each New Lender acknowledges and agrees that, on the date hereof, such New Lender shall become a Lender and, from and after such date the New Lender (ivx) appoints and authorizes Agents to take such action will be bound by the terms of the Credit Agreement as agent on its behalf fully and to exercise the same extent as if such powers New Lender were an original Lender under the Credit Agreement and (y) will have all rights as a Term B Lender under the other Credit Loan Documents as are delegated to Agents by the terms thereof, together with such powers as are reasonably incidental thereto; and (v) agrees that it will be bound by the provisions of the Credit Documents to which the other Lenders are party and will perform in accordance with its their terms all of the obligations which by the terms of such Credit the Loan Documents are required to be performed by Lendersit as a Term B Lender.

Joinder of New Lender. By its signature heretoUpon execution of this Amendment, Bank of the West (the “New Lxxxxx xxxxxx joins Lender”) shall be a party to the Credit Agreement as a Lender thereunder and agrees to be bound by all of the terms thereof, and shall be as fully party thereto as if New Lender was an original signatory thereto. New Lender hereby assumes have all of the rights, duties rights and obligations of a Revolving Lender thereunder and under the Credit Agreement and each of the other Credit Documents to which the other Lenders are partyDocuments. On and as of the date hereof, each reference to a “Lender” in the Credit Agreement or any other Credit Document shall be deemed to include The New Lender. New Lender: Lender (ia) represents and warrants that it is legally authorized to enter into this Amendmentthe Amendment and the Credit Agreement, and the Amendment and the Credit Agreement are legal, valid and binding obligations of such New Lender, enforceable against it in accordance with their respective terms; (iib) confirms that it has received a copy of each the Credit Agreement and all of the Exhibits and Schedules thereto, together with copies of the financial statements referred to in Section 3.1 of the Credit Documents Agreement, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendmentthe Amendment and the Credit Agreement; (iiic) agrees that it will, independently and without reliance upon any the Administrative Agent or any other Lender or any of the Credit Documents 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, the other Credit Documents or any other instrument or document furnished pursuant thereto; (iv) appoints and authorizes Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Agents by the terms thereof, together with such powers as are reasonably incidental hereto or thereto; and (vd) agrees that it will be bound by the provisions of the Credit Documents to which the other Lenders are party Agreement and will perform in accordance with its terms all the obligations which by the terms of such the Credit Documents Agreement are required to be performed by Lenders.it as a Revolving Lender. The Commitment Percentage of the New Lender after giving effect to the Amendment shall be the percentage identified as its Commitment Percentage on Schedule 1.1(c), which is attached hereto as Exhibit B.

Joinder of New Lender. By its signature heretobelow, New Lxxxxx xxxxxx joins the Credit Agreement as a Lender thereunder and agrees to be bound by all of the terms thereof, and shall be as fully party thereto as if New Lender was an original signatory thereto. New Lender hereby assumes all of the rights, duties and obligations of a Lender under the Credit Agreement and each of the other Credit Documents to which the other Lenders are party. On and as of the date hereof, each reference to a “Lender” in the Credit Agreement or any other Credit Document shall be deemed to include New Lender. New Lenderhereby: (i) represents and warrants that it is legally authorized to enter into this Amendment; (iia) confirms that it has received a copy of each of the Credit Documents Agreement, each amendment thereto and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendmentjoinder; (iiib) agrees that it will, independently and without reliance upon any Agent or any other Lender or any of the Credit Documents 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 Agreement or any other instrument or document furnished pursuant theretoOther Document; (ivc) appoints and authorizes Agents Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Credit Other Documents as are delegated to Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vd) agrees that it will be bound by the provisions perform all of the Credit Documents to which the other Lenders are party and will perform in accordance with its terms all the obligations which that by the terms of such the Credit Documents Agreement or any Other Document are required to be performed by Lendersit as a Lender in accordance with its terms; (e) represents and warrants that it is either (x) entitled to the benefits of an income tax treaty with the United States that provides for an exemption from the United States withholding tax on interest and other payments made by Borrower under the Credit Agreement and the Other Documents or (y) is engaged in trade or business within the United States; and (f) acknowledges that one or more conditions precedent to the making of any existing Loan may have been waived in connection with any such action and agrees to be bound thereby. The effective date for New Lender’s joinder pursuant to this Agreement shall be the Amendment No. 3 Effective Date, at which time New Lender shall be a party to the Credit Agreement (as a Lender) and the Other Documents and have the rights and obligations of a Lender thereunder.

Joinder of New Lender. By 4.1 The Person identified on its signature heretopage as the New Lender (the “New Lender”) (a) represents and warrants that (i) it has full power and authority, New Lxxxxx xxxxxx joins 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 assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Second Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and agrees to be bound by all of shall have the terms thereof, and shall be as fully party thereto as if New Lender was an original signatory thereto. New Lender hereby assumes all of the rights, duties and obligations of a Lender under the Credit Agreement and each thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the other Credit Documents to which type represented by the other Lenders are party. On Loans and as of the date hereof, each reference to a “Lender” in the Credit Agreement or any other Credit Document shall be deemed to include New Lender. New Lender: (i) represents Commitments and warrants that it is legally authorized to enter into this Amendment; experienced in acquiring assets of such type, (iiv) confirms that it has received a copy of each the Credit Agreement, together with copies of the Credit Documents most recent financial statements delivered pursuant to Section 6.9 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, (vi) it has independently and without reliance on the 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 Amendment, and (vii) if it is a Non-U.S. Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the New Lender; and (iiib) agrees that (i) it will, independently and without reliance upon any on the Agent or any other Lender or any of the Credit Documents 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 or any other instrument or document furnished pursuant thereto; (iv) appoints and authorizes Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Agents by the terms thereofLoan Documents, together with such powers as are reasonably incidental thereto; and (vii) agrees that it will be bound by the provisions of the Credit Documents to which the other Lenders are party and will perform in accordance with its their terms all of the obligations which by the terms of such Credit the Loan Documents are required to be performed by Lendersit as a Lender.

Joinder of New Lender. By The New Lender hereby acknowledges and agrees, by its signature heretoexecution and delivery of this Agreement, New Lxxxxx xxxxxx that it joins the Credit Loan Agreement as a Lender thereunder and agrees to be bound by the terms thereof. With effect on and after the Modification Effective Date, the New Lender shall be a party to the Loan Agreement and succeed to all of the terms thereof, rights and shall the benefits (including the benefit of any security interest) and be as fully party thereto as if New Lender was an original signatory thereto. New Lender hereby assumes obligated to perform all of the rights, duties and obligations of a Lender under the Credit Agreement and each of Loan Agreement, with a commitment in an amount equal to the other Credit Documents to which the other Lenders are party. On and as of the date hereof, each reference to a “Lender” amount reflected in the Credit Agreement or any other Credit Document shall be deemed to include Schedule 2.1 for such New Lender. The New Lender: Lender agrees that it will perform in accordance with their terms all of the obligations which it is required to perform as a Lender under the Loan Agreement. The New Lender (ia) represents and warrants that (i) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment; Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement, (ii) confirms that it has received a copy of each the Loan Agreement, and has received or has been accorded the opportunity to receive copies of the Credit Documents most recent financial statements delivered pursuant to Section 8.1 thereof, 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 Amendment; Agreement, (iii) it has, independently and without reliance upon the 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 (iv) from and after the Modification Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and (b) agrees that it will, independently and without reliance upon any the Agent or any other Lender or any of the Credit Documents and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Credit Documents or any other instrument or document furnished pursuant thereto; (iv) appoints and authorizes Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Agents by the terms thereof, together with such powers as are reasonably incidental thereto; and (v) agrees that it will be bound by the provisions of the Credit Documents to which the other Lenders are party and will perform in accordance with its terms all the obligations which by the terms of such Credit Documents are required to be performed by LendersLoan Agreement.

Joinder of New Lender. By The New Lender hereby acknowledges and agrees, by its signature heretoexecution and delivery of this Lender Joinder, New Lxxxxx xxxxxx that it joins the Credit Agreement as a Lender thereunder thereunder, subject to all the rights and agrees to be bound by all responsibilities of the terms thereofa Lender thereunder. The New Lender (a) represents and warrants that (i) it has full power and authority, and shall be as fully party thereto as if New has taken all action necessary, to execute and deliver this Lender was an original signatory thereto. New Lender Joinder and to consummate the transactions contemplated hereby assumes all of the rights, duties and obligations of to become a Lender under the Credit Agreement Agreement, (ii) it meets all the requirements which would be applicable to an assignee under Section 11.06(b)(iii), (v) and each (vi) of the other Credit Documents to which the other Lenders are party. On Agreement, (iii) from and as of after the date hereofof this Lender Joinder, each reference to a “Lender” in it shall be bound by the provisions of the Credit Agreement or any other Credit Document as a Lender thereunder and, to the extent of its Commitments, shall be deemed to include New Lender. New Lender: have the obligations of a Lender thereunder, (iiv) represents and warrants that it is legally authorized sophisticated with respect to enter into this Amendment; decisions to acquire assets of the type represented by its Commitments and either it, or the Person exercising discretion in making its decision to acquire its Commitments, is experienced in acquiring assets of such type, (iiv) confirms that it has received a copy of each the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the Credit Documents most recent financial statements delivered pursuant to Section 6.01 thereof, 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 AmendmentLender Joinder and to purchase its Commitments, (vi) it has, independently and without reliance upon the Administrative Agent or any other Secured Party, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Lender Joinder and to provide its Commitments, and (vii) if it is a Foreign Lender, it has provided to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (iiib) agrees that (i) it will, independently and without reliance upon any the Administrative Agent or any other Lender or any of the Credit Documents Secured 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 Credit Documents or any other instrument or document furnished pursuant thereto; (iv) appoints and authorizes Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Agents by the terms thereof, together with such powers as are reasonably incidental thereto; and (v) agrees that it will be bound by the provisions of the Credit Documents to which the other Lenders are party and will perform in accordance with its terms all the obligations which by the terms of such Credit Documents are required to be performed by LendersDocuments.

Joinder of New Lender. By its signature hereto(a) The New Lender (i) represents and warrants that (A) it has full power and authority, New Lxxxxx xxxxxx joins 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) it meets all the requirements to be an assignee under Section 12.6 of the Credit Agreement and the definition of “Eligible Assignee” in the Credit Agreement (subject to such consents, if any, as may be required thereunder), (C) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Loans and agrees to be bound by all of Commitments, shall have the terms thereof, and shall be as fully party thereto as if New Lender was an original signatory thereto. New Lender hereby assumes all of the rights, duties and obligations of a Lender under the Credit Agreement and each of the other Credit Documents to which the other Lenders are party. On and as of the date hereofthereunder, each reference to a “Lender” in the Credit Agreement or any other Credit Document shall be deemed to include New Lender. New Lender: (iD) represents and warrants that it is legally authorized to enter into this Amendment; (ii) confirms that it has received a copy of each the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the Credit Documents most recent financial statements delivered pursuant to Annex B thereof, 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 Amendment; Agreement and to provide its Revolving Loan Commitments and (iiiE) it has, independently and without reliance upon the 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 to provide its provide its Revolving Loan Commitments and (ii) agrees that (A) it will, independently and without reliance upon any on the Agent or any other Lender or any of the Credit Documents 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 or any other instrument or document furnished pursuant thereto; (iv) appoints and authorizes Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Agents by the terms thereofLoan Documents, together with such powers as are reasonably incidental thereto; and (vB) agrees that it will be bound by the provisions of the Credit Documents to which the other Lenders are party and will perform in accordance with its their terms all of the obligations which by the terms of such Credit the Loan Documents are required to be performed by Lendersit as a Lender.

Joinder of New Lender. By its signature hereto(a) The New Lender (i) represents and warrants that (A) it has full power and authority, New Lxxxxx xxxxxx joins 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) it meets all the requirements to be an assignee under Sections 10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement); (C) from and after the Third Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and agrees to be bound by all of shall have the terms thereof, and shall be as fully party thereto as if New Lender was an original signatory thereto. New Lender hereby assumes all of the rights, duties and obligations of a Lender under the Credit Agreement and each of the other Credit Documents to which the other Lenders are party. On and as of the date hereof, each reference to a “Lender” in the Credit Agreement or any other Credit Document shall be deemed to include New Lender. New Lender: (i) represents and warrants that it is legally authorized to enter into this Amendmentthereunder; (iiD) confirms that it has received a copy of each the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the Credit Documents most recent financial statements delivered pursuant to Section 6.01 thereof, 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 AmendmentAgreement; (iiiE) 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 (F) if it is a Foreign Lender, any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the New Lender (as applicable), has been delivered to the Administrative Agent; and (ii) agrees that (A) it will, independently and without reliance upon any the Administrative Agent or any other Lender or any of the Credit Documents 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 or any other instrument or document furnished pursuant thereto; (iv) appoints and authorizes Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Agents by the terms thereof, together with such powers as are reasonably incidental theretoLoan Documents; and (vB) agrees that it will be bound by the provisions of the Credit Documents to which the other Lenders are party and will perform in accordance with its their terms all of the obligations which by the terms of such Credit the Loan Documents are required to be performed by Lendersit as a Lender.

Joinder of New Lender. By its signature heretoexecution and delivery of this Agreement, New Lxxxxx xxxxxx joins the Credit Agreement as a Lender thereunder and agrees to be bound by all of the terms thereof, and shall be as fully party thereto as if New Lender was an original signatory thereto. New Lender hereby assumes all of the rights, duties rights and obligations of a Lender under the Credit Agreement Agreement. The New Lender hereby represents and each warrants to the Administrative Agent, the Swing Line Lender and the L/C Issuers as follows: (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to become or to continue to be a Lender under the Credit Agreement, (b) from and after the Increase Effective Date, it shall be bound by the provisions of the other Credit Documents to which the other Lenders are party. On and as of the date hereof, each reference to a “Lender” in the Credit Agreement or any other Credit Document as a Lender thereunder and, to the extent of its Commitment, shall be deemed to include New Lender. New Lender: have the obligations of a Lender thereunder, and (ic) represents and warrants that it is legally authorized to enter into this Amendment; (ii) confirms that it has received a copy of each the Credit Agreement, together with copies of the Credit Documents most recent financial statements delivered pursuant to 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 AmendmentAgreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Swing Line Lender, any L/C Issuer, or any other Lender; (iii) and agrees that (1) it will, independently and without reliance upon on the Administrative Agent, the Swing Line Lender, any Agent L/C Issuer or any other Lender or any of the Credit Documents 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 or any other instrument or document furnished pursuant thereto; (iv) appoints and authorizes Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Agents by the terms thereofLoan Documents, together with such powers as are reasonably incidental thereto; and (v2) agrees that it will be bound by the provisions of the Credit Documents to which the other Lenders are party and will perform in accordance with its their terms all of the obligations which by the terms of such Credit the Loan Documents are required to be performed by Lendersit as a Lender.

Joinder of New Lender. By its signature heretoComerica Bank shall be referred to as the “New Lender”. The New Lender: (a) represents and warrants that (i) it has full power and authority, New Lxxxxx xxxxxx joins 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) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and agrees to be bound by all of shall have the terms thereof, and shall be as fully party thereto as if New Lender was an original signatory thereto. New Lender hereby assumes all of the rights, duties and obligations of a Lender under the Credit Agreement and each of the other Credit Documents to which the other Lenders are party. On and as of the date hereofthereunder, each reference to a “Lender” in the Credit Agreement or any other Credit Document shall be deemed to include New Lender. New Lender: (iiii) represents and warrants that it is legally authorized to enter into this Amendment; (ii) confirms that it has received a copy of each the Credit Agreement, together with copies of the Credit Documents most recent financial statements delivered pursuant to Section 5.01 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 AmendmentAmendment 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 (iv) meets all requirement of an Eligible Assignee under the Credit Agreement; and (iiib) agrees that (i) it will, independently and without reliance upon any on the Administrative Agent or any other Lender or any of the Credit Documents 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 or any other instrument or document furnished pursuant thereto; (iv) appoints and authorizes Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Agents by the terms thereofLoan Documents, together with such powers as are reasonably incidental thereto; and (vii) agrees that it will be bound by the provisions of the Credit Documents to which the other Lenders are party and will perform in accordance with its their terms all of the obligations which that by the terms of such Credit the Loan Documents are required to be performed by Lendersit as a Lender. The Administrative Agent shall deliver to the New Lender a new Revolver Note (in the amount of the New Lender’s Revolver Commitment) (such new Revolver Note is hereinafter referred to as the “New Note”), executed by the Borrower, as the New Lender may require.