Common use of Joinder of New Lender Clause in Contracts

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. 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 Lender: (ia) represents and warrants confirms 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, ; (Bb) 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) confirms that 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, Guaranties and such other documents Loan Documents and information as it deems 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, and ; (Dc) confirms that 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 (iic) agrees that it will, independently and without reliance on upon the Administrative Agent or any other Lender, Lender 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 Loan Documents; (d) appoints or authorizes the 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; (e) agrees that it will be bound by the terms of the Credit Agreement as a Lender hereunder and have the obligations of a Lender hereunder, and 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 (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. The On the date hereof, New Lender hereby agrees to become a party to joins the Credit Agreement as a Lender thereunder and agrees to perform in accordance with shall have the terms thereof all rights and obligations 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, Documents. New Lender (Ba) 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) confirms that it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered to the Lenders pursuant to Section 8.01 thereof, as applicable, Sections 8.01(a) and 8.01(b) of the Credit Agreement and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit 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 (iib) agrees that it will, independently and without reliance on the Administrative upon either Agent or any other Lender, 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 DocumentsCredit Agreement, (c) appoints and authorizes each Agent to take such action as such Agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to such Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it 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 its execution and delivery of this Agreement, the New Lender hereby assumes all of the rights and obligations of a Lender under the Credit Agreement. 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 to the Administrative Agent, the Swing Line Lender and the L/C Issuers as follows: (Aa) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and Agreement, to consummate the transactions contemplated hereby and to become or to continue to be a Lender under the Credit Agreement, (Bb) from and after the Increase Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, and (Cc) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 8.01 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Agreement, Agreement on the basis of which it has made such analysis and (D) it has, decision independently and without reliance upon on the Administrative Agent Agent, the Swing Line Lender, any L/C Issuer, 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 AgreementLender; and (ii) agrees that (1) it will, independently and without reliance on the Administrative Agent Agent, the Swing Line Lender, any L/C Issuer 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, and (2) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Joinder of New Lender. The Cadence Bank, N.A. shall be referred to as 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 thereunderLender”. The New Lender Lender: (ia) represents and warrants that (Ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (Bii) from and after the Third Amendment 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, thereunder and (Ciii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 8.01 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Agreement, Amendment on the basis of which it has made such analysis and (D) it has, decision independently and without reliance upon on 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 AgreementLender; and (iib) 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it 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. The Comerica Bank shall be referred to as 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 thereunderLender”. The New Lender Lender: (ia) represents and warrants that (Ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (Bii) from and after the First Amendment 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, (Ciii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 8.01 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Agreement, Amendment on the basis of which it has made such analysis and (D) it has, decision independently and without reliance upon on 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 (iv) meets all requirement of an Eligible Assignee under the Credit Agreement; and (iib) 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it 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.

Joinder of New Lender. The New Lender hereby agrees to become a party to acknowledges and agrees, by its execution and delivery of this Lender Joinder, that it joins the Credit Agreement as a Lender thereunder thereunder, subject to all the rights and agrees to perform in accordance with the terms thereof all responsibilities 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 (ia) represents and warrants that (Ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement Lender Joinder and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (Bii) it meets all the requirements which would be applicable to an assignee under Section 11.06(b)(iii), (v) and (vi) of the Credit Agreement, (iii) from and after the Effective Datedate of this Lender Joinder, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and and, to the extent of its Commitments, shall have the obligations of a Lender thereunder, (Civ) it is sophisticated with respect to 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, (v) 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 6.01 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 AgreementLender Joinder and to purchase its Commitments, and (Dvi) it has, independently and without reliance upon the Administrative Agent or any other Lender 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 (iib) agrees that (i) it will, independently and without reliance on upon the Administrative Agent or any other LenderSecured 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 Loan Credit Documents.

Joinder of New Lender. The New Lender Lender, by executing this Amendment, hereby agrees to be joined to the Amended Credit Agreement and become a party to “Lender” under 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 Amended Credit Agreement and the other Loan Documents are required to be performed by it as a Lender thereunder. The New Lender (i) represents with all of the rights 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 benefits of a Lender under the Amended Credit AgreementAgreement and the other Loan Documents, (B) from and after the Effective Date, it shall to be bound by the provisions all of the Credit Agreement as a Lender thereunder terms and shall have provisions (and subject to all of the obligations obligations) of a Lender thereunderunder the Amended Credit Agreement and the other Loan Documents. For the avoidance of doubt, the New Lender: (Ci) it has received confirms that a copy of the Existing Credit AgreementAgreement and the other applicable Loan Documents, 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 together with such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment and make Term Loan Commitment, and (D) it has, independently and without reliance upon have been made available to 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 AgreementNew Lender; and (ii) agrees that it will, independently and without reliance on upon the Administrative Agent Agent, the Arrangers 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 Amended Credit Agreement or the other applicable Loan Documents, including this Amendment; and (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

Joinder of New Lender. The Upon execution of this Amendment, Bank of the West (the “New Lender hereby agrees to become Lender”) shall be a party to the Credit Agreement as and shall have all the rights and obligations of a Revolving Lender thereunder and agrees to perform in accordance with the terms thereof all of the obligations which by the terms of under the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender thereunderDocuments. The New Lender (ia) represents and warrants that (A) it has full power is legally authorized to enter into the Amendment 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 Amendment and the Credit Agreement as a Lender thereunder are legal, valid and shall have the binding obligations of a Lender thereundersuch New Lender, enforceable against it in accordance with their respective terms; (Cb) confirms that it has received a copy of the Credit AgreementAgreement and all of the Exhibits and Schedules thereto, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements referred to in Section 3.1 of the Credit Agreement, the financial statements delivered pursuant to Section 8.01 5.1 thereof, as applicableif any, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this the Amendment and the Credit Agreement, and ; (Dc) agrees that it haswill, 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.Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; and (d) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by 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. 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. (a) 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) 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 shall have the obligations of a Lender thereunder, ; (CD) 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 6.01 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 ; (DE) 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 on 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; and (B) 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. (b) Each of the Loan Parties and the Administrative Agent agree that, as of the Third Amendment Effective Date, the New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents. (c) The address, facsimile number, electronic mail address and telephone number of the New Lender for purposes of Section 10.02 of the Credit Agreement are as set forth in the New Lender’s Administrative Questionnaire delivered by the New Lender to the Administrative Agent on or before the Third Amendment Effective Date or to such other address, facsimile number, electronic mail address and telephone number as shall be designated by the New Lender in a notice to the Administrative Agent.

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. (a) 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) 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 Commitments, shall have the obligations of a Lender thereunder, (CD) 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 Annex B 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, Agreement and to provide its Revolving Loan Commitments and (DE) 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; Agreement and to provide its provide its Revolving Loan Commitments and (ii) agrees that (A) 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, and (B) 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. (b) Each of the Loan Parties and the Agent agrees that, upon the First Amendment Effective Date, the New Lender shall be (i) a party to the Credit Agreement, (ii) a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iii) subject to and bound by the terms of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents. (c) The address of the New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by it to the Agent.

Joinder of New Lender. The By its execution and delivery of this Agreement and subject to the terms hereof and the Credit Agreement, effective as of the Commitment Increase Date, 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 assumes all of the rights and obligations which by the terms of a “Lender” under the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender thereunderdetailed below. The New Lender (i) hereby represents and warrants that to the Borrower, the Administrative Agent, the Swing Line Lender and the L/C Issuers as follows: (Aa) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and Agreement, to consummate the transactions contemplated hereby and to become or to continue to be a Lender under the Credit Agreement, (Bb) from and after the Effective Commitment Increase Date, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, and (Cc) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 8.01 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Agreement, Agreement on the basis of which it has made such analysis and (D) it has, decision independently and without reliance upon on the Administrative Agent Agent, the Swing Line Lender, any L/C Issuer, 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 AgreementLender; and (ii) agrees that (i) it will, independently and without reliance on the Administrative Agent Agent, the Swing Line Lender, any L/C Issuer 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, and (ii) 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.

Joinder of New Lender. (a) The New Lender hereby agrees that from and after the Increase Effective Date, the New Lender shall have Commitments in the aggregate amount of $45,000,000 with respect to become the Facilities as more particularly set forth on Schedules I and II hereto. The Loan Parties and the New Lender hereby acknowledge, agree and confirm that the New Lender shall from and after the Increase Effective Date be a party to the Credit Agreement as and a Lender thereunder and agrees to perform in accordance with the terms thereof “Lender” for all of the obligations which by the terms purposes of the Credit Agreement and the other Loan Documents are required to be performed by it as Documents, and shall have all of the rights and obligations of a Lender thereunder. under the Credit Agreement and the other Loan Documents as if the New Lender had executed the Credit Agreement. (b) The New Lender (i) represents and warrants that (Ax) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate is an eligible assignee in accordance with the transactions contemplated hereby and to become a Lender under terms of Section 12.6 of 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 applicable8.1 of the Credit Agreement, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (Dy) 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. The New Lender hereby agrees to become a party to acknowledges and agrees, by its execution and delivery of this Agreement, 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 rights and the benefits (including the benefit of any security interest) and be obligated to perform all of the obligations of a Lender under the Loan Agreement, with a commitment in an amount equal to the amount reflected in Schedule 2.1 for such New Lender. The New Lender agrees that it will perform in accordance with the their terms thereof all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are it is required to be performed by it perform as a Lender thereunderunder the Loan Agreement. The New Lender (ia) represents and warrants that (Ai) 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 Loan 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, (Cii) it has received a copy of the Credit Loan 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 8.1 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 (Diii) it has, independently and without reliance upon the Administrative Agent or any other Lender 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 (iiiv) 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 on upon the Administrative Agent or any other Lender, Lender 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 Loan DocumentsAgreement.

Joinder of New Lender. The By its signature below, 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 hereby: (ia) represents and warrants confirms 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, each amendment thereto and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Agreement, and joinder; (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 (iib) agrees that it will, independently and without reliance on the Administrative upon Agent or any other Lender, 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 or any Other Document; (c) appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the Other Documents as are delegated to Agent by the terms thereof; (d) agrees that it will perform all of the obligations that by the terms of the Credit Agreement or any Other Document are required to be performed by it 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 Documentsmay 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. 4.1 The New Lender hereby agrees to become a party to Person identified on its signature page as 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 (ithe “New Lender”) (a) represents and warrants that (Ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (Bii) 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 shall have the obligations of a Lender thereunder, (Civ) it is sophisticated with respect to decisions to acquire assets of the type represented by the Loans and the Commitments and it is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, as applicable, 6.9 thereof and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment, and (Dvi) it has, has independently and without reliance upon on the Administrative Agent or any other Lender 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 (iib) 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 Loan Documents, and (ii) 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. 4.2 Each of the Borrower and the Agent agree that, as of the Second Amendment Effective Date, the New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents. 4.3 The address, facsimile number, electronic mail address and telephone number of the New Lender for purposes of Section 10.02 of the Credit Agreement are as set forth in the New Lender’s administrative questionnaire in a form acceptable to the Agent delivered by the New Lender to the Agent on or before the Second Amendment Effective Date or such other address, facsimile number, electronic mail address and telephone number as shall be designated by the New Lender in a notice to the Agent.

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 (ia) represents and warrants acknowledges 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 AgreementAgreement and the Schedules and Exhibits thereto, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered by the Borrower pursuant to Section 8.01 thereof, as applicablethe Credit Agreement, and such other documents and information as it deems has deemed appropriate to make its own credit and legal analysis and decision to enter into this Agreement, and (D) it has, independently and without reliance upon become a Lender under 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 Credit Agreement; and (iib) agrees that it will, independently and without reliance on upon the Administrative Agent or any other Lender, Lender 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 Agreement. The New Lender agrees to execute and deliver such other instruments, and take such other actions, as the Agent or the Borrower may reasonably request in connection with the transactions contemplated by this Amendment. The New Lender acknowledges and agrees that, on the date hereof, the New Lender (i) will be bound by the terms of the Credit Agreement as fully and to the same extent as if the New Lender were an original Lender under the Credit Agreement and (ii) will perform in accordance with their terms all of the obligations which by the terms of the Loan DocumentsDocuments are required to be performed by it as a Lender.