Common use of Joinder of New Lender Clause in Contracts

Joinder of New Lender. In lieu of executing and delivering an Assignment and Assumption, each Existing Lender whose Pro Rata Share of the Commitments is decreasing in connection herewith (each an “Assignor” and, collectively, the “Assignors”) and the New Lender and each Existing Lender whose Pro Rata Share of the Commitments is increasing in connection herewith (each an “Increasing Lender”; and together with the New Lender, each an “Assignee” and, collectively, the “Assignees”) hereby agree to, and the Borrower hereby accepts, the following: (a) For an agreed consideration, each Assignor hereby irrevocably sells and assigns to the respective Assignees, and each Assignee hereby irrevocably purchases and assumes from the respective Assignors, subject to and in accordance with the terms hereof and the Credit Agreement, as of the Effective Date, (i) such percentage in and to all of the respective Assignors’ rights and obligations in their respective capacities as Lenders under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount identified in Schedule I hereto that would result in the Existing Lenders and Assignees having the respective Commitments set forth in Schedule I attached hereto (including without limitation any letters of credit and guaranties provided in connection with the Credit Agreement) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Agreement, without representation or warranty by any Assignor. (b) Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 5.2 of the Credit Agreement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to agree to the various matters set forth herein. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement. (c) From and after the Effective Date, Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignees whether such amounts have accrued prior to, on or after the Effective Date. The Assignors and Assignees shall make all appropriate adjustments in payments by Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

Joinder of New Lender. In lieu of executing and delivering an Assignment and AssumptionBy its signature hereto, each Existing Lender whose Pro Rata Share of the Commitments is decreasing in connection herewith (each an “Assignor” and, collectively, the “Assignors”) and the New Lender and each Existing Lender whose Pro Rata Share of the Commitments is increasing in connection herewith (each an “Increasing Lender”; and together with the New Lender, each an “Assignee” and, collectively, the “Assignees”) hereby agree to, and the Borrower hereby accepts, the following: (a) For an agreed consideration, each Assignor hereby irrevocably sells and assigns to the respective Assignees, and each Assignee hereby irrevocably purchases and assumes from the respective Assignors, subject to and in accordance with the terms hereof and Lxxxxx xxxxxx joins the Credit Agreement, Agreement as of the Effective Date, (i) such percentage in a Lender thereunder and agrees to be bound by all of the respective Assignors’ rights 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 in their respective capacities as Lenders 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 documents or instruments delivered pursuant thereto Credit Document shall be deemed to the extent related include New Lender. New Lender: (i) represents and warrants that it is legally authorized to the amount identified in Schedule I hereto that would result in the Existing Lenders and Assignees having the respective Commitments set forth in Schedule I attached hereto (including without limitation any letters of credit and guaranties provided in connection with the Credit Agreement) and enter into this Amendment; (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Agreement, without representation or warranty by any Assignor. (b) Each Lender acknowledges confirms that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 5.2 has received a copy of each of the Credit Agreement Documents and such other documents and information as it has deemed appropriate, made appropriate to make its own credit analysis and decision to enter into this Agreement and to agree to the various matters set forth herein. Each Lender also acknowledges Amendment; (iii) agrees that it will, independently and without reliance upon the Administrative 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 AgreementDocuments 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. (c) From and after the Effective Date, Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignees whether such amounts have accrued prior to, on or after the Effective Date. The Assignors and Assignees shall make all appropriate adjustments in payments by Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

Joinder of New Lender. In lieu of executing and delivering an Assignment and Assumption(a) By its signature below, each Existing Lender whose Pro Rata Share of the Commitments is decreasing in connection herewith (each an “Assignor” and, collectively, the “Assignors”) and the New Lender joins in the execution of, and each Existing becomes a party to, the Loan Agreement and the other Loan Documents as a Lender whose Pro Rata Share with the Term Loan Commitment set forth in Schedule 2.01 of the Commitments is increasing in connection herewith Loan Agreement (each an “Increasing Lender”; as amended hereby) and together with the New Lender, each an “Assignee” and, collectively, the “Assignees”) hereby agree to, and the Borrower hereby accepts, the following: (a) For an agreed consideration, each Assignor hereby irrevocably sells and assigns to the respective Assignees, and each Assignee hereby irrevocably purchases and assumes from the respective Assignors, subject to and in accordance with the terms hereof and the Credit Agreement, as of the Effective Date, (i) such percentage in and to all of the respective Assignors’ rights and obligations in their respective capacities its capacity as Lenders a Lender under the Credit Loan Agreement and any the other documents or instruments delivered pursuant thereto Loan Documents to the extent related to the amount identified in Schedule I hereto that would result in the Existing Lenders and Assignees having the respective Commitments set forth in Schedule I attached hereto (including without limitation any letters of credit and guaranties provided in connection with the Credit Agreement) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Agreement, without representation or warranty by any AssignorTerm Loan Commitment. (b) Each The New Lender acknowledges (a) represents and warrants that (i) it hashas full power and authority, independently and without reliance upon has taken all action necessary, to execute and deliver this Amendment and to consummate the Administrative Agent or any other transactions contemplated hereby and to become a Lender under the Loan Agreement, (ii) it satisfies the requirements, if any, specified in the Loan Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and based on after the Increase Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of its Term Loan Commitment set forth in Schedule 2.01 of the Loan Agreement (as amended hereby), shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Loan Agreement, together with copies of the most recent financial statements referred to in Section 5.2 of the Credit Agreement 3.04 thereof or delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate, made appropriate to make its own credit analysis and decision to enter into this Agreement Amendment and to agree provide its Term Loan Commitment on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Lead Arranger, or any other Lender, and (v) prior to or concurrently herewith the New Lender has delivered to the various matters set forth herein. Each Lender also acknowledges Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Loan Agreement, duly completed and executed by the New Lender; (b) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; and (c) agrees that (i) it will, independently and without reliance upon on the Administrative Agent Agent, the Lead Arranger, 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 Loan Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. (c) From By its signature below, each of the Borrowers and after the Effective Date, Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees and other amounts) consents to the Assignees whether such amounts have accrued prior to, on or after addition of the Effective Date. The Assignors and Assignees shall make all appropriate adjustments in payments by Administrative Agent for periods prior to New Lender as a Lender under the Loan Agreement effective as of the Increase Effective Date or of this Amendment, which shall be the Increased Amount Date with respect to the making New Lender’s New Term Loan Commitment. (d) On the Increase Effective Date, subject to the satisfaction of the conditions set forth in Section 5 hereof, and Sections 2.04 and 4.02 of the Loan Agreement, the New Lender shall make a Term Loan to the Borrowers in an amount equal to its Term Loan Commitment set forth in Schedule 2.01 of the Loan Agreement (as amended hereby). The parties to this assignment directly between themselvesAmendment hereby acknowledge and agree that the condition set forth in in clause (z)(i) of the third paragraph in Section 2.04 of the Loan Agreement is deemed satisfied as of the Effective Date (as defined in the Loan Agreement) with respect to the New Lender’s obligation to make its Term Loan under this Amendment.

Joinder of New Lender. In lieu of executing and delivering an Assignment and Assumption, each Existing Lender whose Pro Rata Share of the Commitments is decreasing in connection herewith (each an “Assignor” and, collectively, the “Assignors”) and the New Lender and each Existing Lender whose Pro Rata Share of the Commitments is increasing in connection herewith (each an “Increasing Lender”; and together with the New Lender, each an “Assignee” and, collectively, the “Assignees”) hereby agree to, and the Borrower hereby accepts, the following: (a) For an agreed consideration, each Assignor The New Lender hereby irrevocably sells and assigns to confirms that it has received a copy of the respective Assignees, and each Assignee hereby irrevocably purchases and assumes from the respective Assignors, subject to and in accordance with the terms hereof Transaction Documents and the Credit Agreementexhibits related thereto, as together with copies of the Effective Date, (i) such percentage in and documents which were required to all of the respective Assignors’ rights and obligations in their respective capacities as Lenders be delivered under the Credit and Security Agreement and any other documents or instruments delivered pursuant thereto as a condition to the extent related to making of the amount identified in Schedule I hereto that would result in the Existing Lenders Advances and Assignees having the respective Commitments set forth in Schedule I attached hereto (including without limitation any letters other extensions of credit and guaranties provided in connection with the Credit Agreement) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”)thereunder. Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Agreement, without representation or warranty by any Assignor. (b) Each The New Lender acknowledges and agrees that it has, independently has made and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred will continue to in Section 5.2 of the Credit Agreement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to agree to the various matters set forth herein. Each Lender also acknowledges that it willmake, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the timehas deemed appropriate, continue to make its own credit analysis and decisions relating to the Credit and Security Agreement. The New Lender further acknowledges and agrees that the Administrative Agent has not made any representations or warranties about the creditworthiness of the Borrower or any other party to the Credit and Security Agreement or any other Transaction Document or with respect to the legality, validity, sufficiency or enforceability of the Credit and Security Agreement or any other Transaction Document or the value of any security therefor. (b) Except as otherwise provided in taking or not taking action the Credit and Security Agreement, effective as of the date hereof, the New Lender (i) shall be deemed automatically to have become a party to the Credit and Security Agreement and have all the rights and obligations of a “Lender” under the Credit Agreementand Security Agreement as if it were an original signatory thereto and (ii) agrees to be bound by the terms and conditions set forth in the Credit and Security Agreement as if it were an original signatory thereto. (c) From SunTrust, PNC Bank, National Association and after Regions Bank (collectively, the Effective Date, Administrative Agent shall “Continuing Lenders”) and the New Lender each agree to make all payments such purchases and sales of interests in respect of each Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignees whether such amounts have accrued prior to, Advances outstanding on or after the Effective Date. The Assignors and Assignees shall make all appropriate adjustments in payments by Administrative Agent for periods prior to the Effective Date or between themselves so that each Continuing Lender and the New Lender is then holding its relevant Percentage of outstanding Advances based on their Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with respect all subsequent extensions of credit under this Agreement to be made in accordance with the making respective Commitments of the Lenders from time to time party to this assignment directly between themselvesAgreement as provided herein.

Joinder of New Lender. In lieu of executing and delivering an Assignment and AssumptionBy its signature hereto, each Existing Lender whose Pro Rata Share of the Commitments is decreasing in connection herewith (each an “Assignor” and, collectively, the “Assignors”) and the New Lender and each Existing Lender whose Pro Rata Share of the Commitments is increasing in connection herewith (each an “Increasing Lender”; and together with the New Lender, each an “Assignee” and, collectively, the “Assignees”) hereby agree to, and the Borrower hereby accepts, the following: (a) For an agreed consideration, each Assignor hereby irrevocably sells and assigns to the respective Assignees, and each Assignee hereby irrevocably purchases and assumes from the respective Assignors, subject to and in accordance with the terms hereof and Lxxxxx xxxxxx joins the Credit Agreement, Agreement as of the Effective Date, (i) such percentage in a Lender thereunder and agrees to be bound by all of the respective Assignors’ rights 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 in their respective capacities as Lenders 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 documents or instruments delivered pursuant thereto Credit Document shall be deemed to the extent related include New Lender. New Lender: (a) represents and warrants that it is legally authorized to the amount identified in Schedule I hereto that would result in the Existing Lenders and Assignees having the respective Commitments set forth in Schedule I attached hereto (including without limitation any letters of credit and guaranties provided in connection with the Credit Agreement) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in enter into this Agreement, without representation or warranty by any Assignor. Amendment; (b) Each Lender acknowledges confirms that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 5.2 has received a copy of each of the Credit Agreement Documents and such other documents and information as it has deemed appropriate, made appropriate to make its own credit analysis and decision to enter into this Agreement and to agree to the various matters set forth herein. Each Lender also acknowledges Amendment; (c) agrees that it will, independently and without reliance upon the Administrative 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 AgreementDocuments or any other instrument or document furnished pursuant thereto; (d) 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 (d) 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. (c) From and after the Effective Date, Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignees whether such amounts have accrued prior to, on or after the Effective Date. The Assignors and Assignees shall make all appropriate adjustments in payments by Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

Joinder of New Lender. In lieu the event of executing any such proposed joinder by an Eligible Assignee, such joinder shall occur only as to a Commitment by such Eligible Assignee that will not cause all Commitments to exceed the Maximum Aggregate Commitment Amount, after giving effect to such joinder and delivering an Assignment any other such joinders and Assumption, each Existing Lender whose Pro Rata Share any increases under SECTION 3.3 hereof to occur substantially contemporaneously therewith. The proposed joinder of any Eligible Assignee satisfying the requirements of the Commitments is decreasing in connection herewith (each an “Assignor” and, collectivelypreceding sentence shall be effectuated through such Eligible Assignee's execution and delivery to the Administrative Agent, the “Assignors”) Borrower and each Lender of a joinder agreement ("JOINDER AGREEMENT"), in form and content reasonably satisfactory to the Administrative Agent and the New Borrower, pursuant to which such Eligible Assignee agrees to become a Lender hereunder and each Existing Lender whose Pro Rata Share under the other Loan Documents and assumes all of the Commitments is increasing in connection herewith (each an “Increasing Lender”; obligations of a Lender hereunder and together with thereunder, whereupon, effective as of the New Lender, each an “Assignee” and, collectively, the “Assignees”) hereby agree to, date of such execution and the Borrower hereby accepts, the followingdelivery: (a) For an agreed considerationsuch Eligible Assignee shall become a Lender party to this Agreement for all purposes hereof, each Assignor hereby irrevocably sells and assigns to the respective Assignees, and each Assignee hereby irrevocably purchases and assumes from the respective Assignors, subject to and in accordance with the terms hereof and the Credit Agreement, as of the Effective Date, (i) such percentage in and entitled to all of the respective Assignors’ rights and subject to all of the obligations of a Lender hereunder, (b) the Commitment of such Eligible Assignee shall be the amount committed by such Eligible Assignee as set forth in their respective capacities as Lenders under such Joinder Agreement (which amount will not cause all Commitments to exceed the Credit Agreement Maximum Aggregate Commitment Amount, after giving effect to such joinder and any other documents or instruments delivered pursuant thereto such joinders and any increases under SECTION 3.3 hereof to occur substantially contemporaneously therewith), (c) the extent related Borrower shall immediately pay to such Eligible Assignee such fees as the amount identified in Schedule I hereto that would result in the Existing Lenders and Assignees having the respective Commitments set forth in Schedule I attached hereto (including without limitation any letters of credit and guaranties provided Borrower may have agreed to pay in connection with the Credit Agreementjoinder of such Eligible Assignee, (d) and (ii) subject to the extent permitted provisions of SECTION 3.4, if such Eligible Assignee is providing a Revolving Loan Commitment, such Eligible Assignee shall immediately purchase from each party hereto that was a Lender immediately prior to be assigned under applicable lawsuch effective date, all claimsand pay to each such Lender at par, suits, causes such Eligible Assignee's Revolving Loan Pro Rata Share of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoingeach such Lender's Revolving Loans then outstanding hereunder, including, but not limited towithout limitation, contract claims, tort claims, malpractice claims, statutory claims interest then accrued and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Agreement, without representation or warranty by any Assignor.unpaid thereon, (be) Each Lender acknowledges if such Eligible Assignee is providing a Term Loan Commitment, such Eligible Assignee shall (provided that it has, independently and without reliance upon Borrower then satisfies the Administrative Agent or any other Lender and based on the financial statements referred to in Section 5.2 of the Credit Agreement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to agree to the various matters conditions set forth herein. Each Lender also acknowledges that it willin SECTION 6.2) disburse a Term Loan to Borrower in the amount of such Eligible Assignee's Term Loan Commitment, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement.and (cf) From and after each Borrower shall immediately deliver to each such Eligible Assignee Notes substantially in the Effective Date, Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignees whether such amounts have accrued prior to, on or after the Effective Date. The Assignors and Assignees shall make all appropriate adjustments in payments by Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.form attached hereto as EXHIBIT B.

Joinder of New Lender. In lieu of executing and delivering an Assignment and Assumption, each Existing Lender whose Pro Rata Share of the Commitments is decreasing in connection herewith (each an “Assignor” and, collectively, the “Assignors”) and the New Lender Lenders and each Existing Lender whose Pro Rata Share of the Commitments is increasing in connection herewith (each an “Increasing Lender”; and together with the New LenderLenders, each an “Assignee” and, collectively, the “Assignees”) hereby agree to, and the Borrower hereby accepts, the following: (a) For an agreed consideration, each Assignor hereby irrevocably sells and assigns to the respective Assignees, and each Assignee hereby irrevocably purchases and assumes from the respective Assignors, subject to and in accordance with the terms hereof and the Credit Agreement, as of the Effective Date, (i) such percentage in and to all of the respective Assignors’ rights and obligations in their respective capacities as Lenders under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount identified in Schedule I hereto that would result in the Existing Lenders and Assignees the New Lenders having the respective Commitments set forth in Schedule I attached hereto (including without limitation any letters of credit and guaranties provided in connection with the Credit Agreement) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Agreement, without representation or warranty by any Assignor. (b) Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 5.2 of the Credit Agreement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to agree to the various matters set forth herein. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement. (c) From and after the Effective Date, Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignees whether such amounts have accrued prior to, on or after the Effective Date. The Assignors and Assignees shall make all appropriate adjustments in payments by Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

Joinder of New Lender. In lieu the event of executing any such proposed joinder -------------------- by an Eligible Assignee, such joinder shall occur only as to a Revolving Credit Commitment by such Eligible Assignee that will not cause all Revolving Credit Commitments to exceed the Maximum Aggregate Commitment Amount, after giving effect to such joinder and delivering an Assignment any other such joinders and Assumption, each Existing Lender whose Pro Rata Share any increases under Section 3.3 hereof to occur substantially contemporaneously therewith. The ----------- proposed joinder of any Eligible Assignee satisfying the requirements of the Commitments is decreasing in connection herewith (each an “Assignor” and, collectivelypreceding sentence shall be effectuated through such Eligible Assignee's execution and delivery to the Administrative Agent, the “Assignors”) Borrower and each Lender of a joinder agreement ("Joinder Agreement"), in form and content reasonably ----------------- satisfactory to the Administrative Agent and the New Borrower, pursuant to which such Eligible Assignee agrees to become a Lender hereunder and each Existing Lender whose Pro Rata Share under the other Loan Documents and assumes all of the Commitments is increasing in connection herewith (each an “Increasing Lender”; obligations of a Lender hereunder and together with thereunder, whereupon, effective as of the New Lender, each an “Assignee” and, collectively, the “Assignees”) hereby agree to, date of such execution and the Borrower hereby accepts, the followingdelivery: (a) For an agreed considerationsuch Eligible Assignee shall become a Lender party to this Agreement for all purposes hereof, each Assignor hereby irrevocably sells and assigns to the respective Assignees, and each Assignee hereby irrevocably purchases and assumes from the respective Assignors, subject to and in accordance with the terms hereof and the Credit Agreement, as of the Effective Date, (i) such percentage in and entitled to all of the respective Assignors’ rights and subject to all of the obligations of a Lender hereunder, (b) the Revolving Credit Commitment of such Eligible Assignee shall be the amount committed by such Eligible Assignee as set forth in their respective capacities as Lenders under such Joinder Agreement (which amount will not cause all Revolving Credit Commitments to exceed the Credit Agreement Maximum Aggregate Commitment Amount, after giving effect to such joinder and any other documents or instruments delivered pursuant thereto such joinders and any increases under Section 3.3 hereof ----------- to occur substantially contemporaneously therewith), (c) the extent related Borrower shall immediately pay to such Eligible Assignee such fees as the amount identified in Schedule I hereto that would result in the Existing Lenders and Assignees having the respective Commitments set forth in Schedule I attached hereto (including without limitation any letters of credit and guaranties provided Borrower may have agreed to pay in connection with the Credit Agreementjoinder of such Eligible Assignee, (d) each such Eligible Assignee shall immediately purchase from each party hereto that was a Lender immediately prior to such effective date, and pay to each such Lender at par, such Eligible Assignee's Pro Rata Share of each such Lender's Loans then outstanding hereunder (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited towithout limitation, contract claimsinterest then accrued and unpaid thereon), tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Agreement, without representation or warranty by any Assignor. (be) Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on Borrower shall immediately deliver to each such Eligible Assignee a Note substantially in the financial statements referred to form attached hereto as Exhibit B in Section 5.2 the --------- amount of the such Eligible Assignee's Revolving Credit Agreement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to agree to the various matters set forth herein. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementCommitment. (c) From and after the Effective Date, Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignees whether such amounts have accrued prior to, on or after the Effective Date. The Assignors and Assignees shall make all appropriate adjustments in payments by Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

Joinder of New Lender. In lieu of executing and delivering an Assignment and Assumption(a) PNC Bank, each Existing Lender whose Pro Rata Share of the Commitments is decreasing in connection herewith National Association (each an “Assignor” and, collectively, the “Assignors”) and the New Lender and each Existing Lender whose Pro Rata Share of the Commitments is increasing in connection herewith (each an “Increasing Joining Lender”; and together with the New Lender, each an “Assignee” and, collectively, the “Assignees”) hereby agree to, and the Borrower hereby accepts, the following: (a) For an agreed consideration, each Assignor hereby irrevocably sells and assigns to the respective Assignees, and each Assignee hereby irrevocably purchases and assumes from the respective Assignors, subject to and in accordance with the terms hereof and the Credit Agreement, as of the Effective Date, (i) such percentage in becomes a party to the Credit Agreement as a Revolving Credit Lender thereunder with the same force and effect as if originally named as a Lender therein and (ii) covenants and agrees to be bound by all the terms and conditions of the respective Assignors’ rights and obligations in their respective capacities as Lenders under the Credit Agreement and any the other documents or instruments delivered pursuant thereto Loan Documents applicable to Revolving Credit Lenders. The Revolving Credit Commitment of the extent related to the amount identified in Schedule I hereto that would result in the Existing Lenders and Assignees having the respective Commitments Joining Lender is as set forth in on the new Schedule 2.01 attached as Annex I attached hereto (including without limitation any letters of credit and guaranties provided in connection with the Credit Agreement) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Agreement, without representation or warranty by any Assignorhereto. (b) Each The Joining Lender acknowledges (i) represents and warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to become a Lender under the Credit Agreement; (ii) confirms that it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive, copies of financial statements of the Borrowers and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iii) agrees that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 5.2 of the Credit Agreement and upon such other documents and information as it has deemed appropriate, made its own credit and legal analysis and decision to enter into execute and deliver this Agreement and to agree to make the various matters set forth herein. Each Lender also acknowledges covenants herein contained; (iv) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement. ; (cv) From appoints and after authorizes the Effective Date, Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other amounts) Loan Documents as are delegated to the Assignees whether such amounts have accrued prior to, on or after the Effective Date. The Assignors and Assignees shall make all appropriate adjustments in payments by Administrative Agent for periods prior by the terms thereof, together with such powers as are reasonably incidental thereto; and (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the Effective Date or with respect to terms of the making of this assignment directly between themselvesCredit Agreement, duly completed and executed by it, as applicable.

Joinder of New Lender. In lieu of executing and delivering an Assignment and Assumption, each Existing Lender whose Pro Rata Share Upon the occurrence of the Commitments is decreasing in connection herewith (each an “Assignor” and, collectivelyAmendment Effective Date, the Person identified on the signature page hereto under the heading “AssignorsNew Lender” (the “New Lender”) will join (and be bound by) the Loan Agreement and the New other Loan Documents as a Lender thereunder and each Existing Lender whose Pro Rata Share of the Commitments is increasing in connection herewith (each an “Increasing Lender”; and together with the New Lender, each an “Assignee” and, collectively, the “Assignees”) hereby agree to, and the Borrower hereby accepts, the following: (a) For an agreed consideration, each Assignor hereby irrevocably sells and assigns to the respective Assignees, and each Assignee hereby irrevocably purchases and assumes from the respective Assignors, subject to and in accordance with the terms hereof and the Credit Agreementthus will, as of the Amendment 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 become, a “Lender” for all purposes of, and with all the rights and remedies of a “Lender” under, the Loan Agreement (as amended hereby) and the other Loan Documents. New Lender (a) represents and warrants that (i) such percentage in and it is legally authorized to all of the respective Assignors’ rights and obligations in their respective capacities as Lenders under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount identified in Schedule I hereto that would result in the Existing Lenders and Assignees having the respective Commitments set forth in Schedule I attached hereto (including without limitation any letters of credit and guaranties provided in connection with the Credit Agreement) enter into this 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 extent permitted to be assigned transactions contemplated hereby and become a Lender under applicable lawthe Loan Agreement and the other Loan Documents, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Agreement, without representation or warranty by any Assignor. (b) Each Lender acknowledges confirms that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 5.2 has received a copy of the Credit Agreement Loan Agreement, this Amendment, the other Loan Documents and such other documents and information as it has deemed appropriate, made appropriate to make its own credit analysis and decision to enter into the Loan Agreement, this Agreement Amendment and to agree to the various matters set forth herein. Each Lender also acknowledges any other Loan Documents; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Loan Agreement. , the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (cd) From appoints and after authorizes the Effective DateAgent to take such action as an agent on its behalf and to exercise such powers and discretion under the Loan Agreement, Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees this Amendment and the other amounts) Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Assignees whether Agent by the terms thereof, together with such amounts have accrued prior topowers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Loan Agreement, on or after this Amendment and the Effective Date. The Assignors other Loan Documents and Assignees shall make will perform in accordance with its terms all appropriate adjustments in payments of the obligations which by Administrative Agent for periods prior the terms of the Loan Agreement, this Amendment and the other Loan Documents are required to the Effective Date or with respect to the making of this assignment directly between themselvesbe performed by it as a Lender.

Joinder of New Lender. In lieu (a) Upon the effectiveness of executing and delivering an Assignment and Assumptionthis Joinder, each Existing New Lender whose Pro Rata Share shall be deemed to have a Tranche A Commitment in the aggregate amount of the Commitments is decreasing in connection herewith $75,000,000 (each an “Assignor” and, collectively, the “AssignorsNew Commitment”) and the New Lender and each Existing Lender whose Pro Rata Share Tranche A Maximum Credit shall be increased by the amount of the Commitments is increasing New Commitment, in connection herewith (each an “Increasing Lender”; and together with the New Lendercase, each an “Assignee” and, collectively, the “Assignees”) hereby agree to, and the Borrower hereby accepts, the following: (a) For an agreed consideration, each Assignor hereby irrevocably sells and assigns to the respective Assignees, and each Assignee hereby irrevocably purchases and assumes from the respective Assignors, subject to and in accordance with the terms hereof and the Credit Agreement, as Section 2.6 of the Effective Date, (i) such percentage in and to all of the respective Assignors’ rights and obligations in their respective capacities as Lenders under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount identified in Schedule I hereto that would result in the Existing Lenders and Assignees having the respective Commitments set forth in Schedule I attached hereto (including without limitation any letters of credit and guaranties provided in connection with the Credit Loan Agreement) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Agreement, without representation or warranty by any Assignor. (b) Each Upon the effectiveness of this Joinder, New Lender acknowledges that shall (i) be a party to the Loan Agreement, (ii) be a “Lender” for all purposes of the Loan Agreement and the other Financing Agreements, and (iii) to the extent of the interest of New Lender pursuant to this Joinder, have the rights and obligations of a Lender under the Loan Agreement and the other Financing Agreements. DOCPROPERTY "DocID" \* MERGEFORMAT 7657787.3 (c) New Lender represents and warrants that: (i) it hashas full power and authority, independently and without reliance upon has taken all action necessary, to execute and deliver this Xxxxxxx and to consummate the Administrative Agent or any other transactions contemplated hereby and to become a Lender under the Loan Agreement, (ii) from and based on after the effectiveness of this Joinder, with respect to its New Commitment, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by its New Commitment, (iv) it has received a copy of the Loan Agreement, together with copies of the most recent financial statements referred delivered pursuant to in Section 5.2 of the Credit Agreement 9.6 thereof, as applicable, and such other documents and information as it has deemed appropriate, made appropriate to make its own credit analysis and decision to enter into this Joinder and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other Lender, and (v) it has delivered to Administrative Agent such information about such New Lender as required by the Loan Agreement and any applicable tax forms required to agree be delivered by it pursuant to the various matters set forth herein. Each Loan Agreement. (d) New Lender also acknowledges that agrees that: (i) it will, independently and without reliance upon the on 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 decisions in taking or not taking action under the Credit Loan Agreement.; (cii) From it appoints and after authorizes the Effective Date, Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the other amounts) Financing Agreements as are delegated to the Assignees whether such amounts have accrued prior to, on or after the Effective Date. The Assignors and Assignees shall make all appropriate adjustments in payments by Administrative Agent for periods prior by the terms thereof, together with such powers as are reasonably incidental thereto; (iii) confirms that it is an Eligible Transferee; and (iv) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement and the other Financing Agreements are required to the Effective Date or with respect to the making of this assignment directly between themselvesbe performed by it as a Lender.

Joinder of New Lender. In lieu of executing and delivering an Assignment and Assumption, each Existing Lender whose Pro Rata Share of the Commitments is decreasing in connection herewith (each an “Assignor” and, collectively, the “Assignors”) and the New Lender and each Existing Lender whose Pro Rata Share of the Commitments is increasing in connection herewith (each an “Increasing Lender”; and together with the Each New Lender, by its signature below, confirms that it has agreed to become a “Term B Lender” and a “Lender” under, and each an “Assignee” and, collectivelyas defined in, the “Assignees”) hereby agree toCredit Agreement with a Term B Commitment as set forth on Schedule 2.01 attached as Exhibit B hereto, and effective on the Borrower hereby accepts, date hereof upon the following: satisfaction of the conditions set forth in Section 3 hereof. Each New Lender (a) For an agreed considerationacknowledges that in connection with it becoming a Lender it has received a copy of the Credit Agreement and the Schedules and Exhibits thereto, each Assignor hereby irrevocably sells and assigns together with copies of the most recent financial statements delivered by the Borrower pursuant to the respective Assignees, and each Assignee hereby irrevocably purchases and assumes from the respective Assignors, subject to and in accordance with the terms hereof and the Credit Agreement, as of the Effective Date, (i) such percentage in and to all of the respective Assignors’ rights and obligations in their respective capacities as Lenders under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount identified in Schedule I hereto that would result in the Existing Lenders and Assignees having the respective Commitments set forth in Schedule I attached hereto (including without limitation any letters of credit and guaranties provided in connection with the Credit Agreement) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Agreement, without representation or warranty by any Assignor. (b) Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 5.2 of the Credit Agreement and such other documents and information as it has deemed appropriate, made appropriate to make its own credit and legal analysis and decision to enter into this Agreement become a Lender; and to agree to (b) agrees that, upon it becoming a Lender on the various matters set forth herein. Each Lender also acknowledges that date hereof, it will, independently and without reliance upon the Administrative Agent Agent, the 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 and legal decisions in taking or not taking action under the Credit Agreement. . In addition, each New Lender represents and warrants that (ci) From it is duly organized and after 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 Effective Datetransactions 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 shall make all payments or any Loan Party may reasonably request in respect of each Assigned Interest connection with the transactions contemplated by this Amendment (including payments of principalincluding, interestwithout limitation, fees and other amounts) delivering to the Assignees whether such amounts have accrued prior toAdministrative Agent, on or after the Effective Date. The Assignors and Assignees shall make all appropriate adjustments in payments by Administrative Agent for periods prior to the Effective Date or with respect 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 (x) will be bound by the terms of the Credit Agreement as fully and to the making same extent as if such New Lender were an original Lender under the Credit Agreement and (y) will have all rights as a Term B Lender under the Loan Documents and will perform in accordance with their terms all of this assignment directly between themselvesthe obligations which by the terms of the Loan Documents are required to be performed by it as a Term B Lender.

Joinder of New Lender. In lieu of executing and delivering an Assignment and Assumption, each Existing Lender whose Pro Rata Share of the Commitments is decreasing in connection herewith (each an “Assignor” and, collectively, the “Assignors”) and the New Lender and each Existing Lender whose Pro Rata Share of the Commitments is increasing in connection herewith (each an “Increasing Lender”; and together with the New Lender, each an “Assignee” and, collectively, the “Assignees”) hereby agree to, and the Borrower hereby accepts, the following: (a) For an agreed considerationBy its signature below, each Assignor hereby irrevocably sells and assigns to New Lender joins in the respective Assigneesexecution of, and each Assignee hereby irrevocably purchases becomes a party to, the Credit Agreement and assumes from the respective Assignors, subject to and in accordance other Loan Documents as a Lender with the terms hereof and Commitment set forth in Schedule I of the Credit Agreement, Agreement (as of the Effective Date, (iamended hereby) such percentage in and to irrevocably assumes all of the respective Assignors’ rights and obligations in their respective capacities its capacity as Lenders a Lender under the Credit Agreement and any the other documents or instruments delivered pursuant thereto Loan Documents to the extent related to the amount identified in Schedule I hereto that would result in the Existing Lenders and Assignees having the respective Commitments set forth in Schedule I attached hereto (including without limitation any letters of credit and guaranties provided in connection with the Credit Agreement) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Agreement, without representation or warranty by any AssignorCommitment. (b) Each New Lender acknowledges (i) represents and warrants that (1) 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, (2) it is not a Person that is prohibited from becoming a Lender by assignment pursuant to Section 12.12 of the Credit Agreement, (3) from and after the Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, (4) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitment and either it, or the Person exercising discretion in making its decision to acquire such Commitment, is experienced in acquiring assets of such type, (5) it has received a copy of the Credit Agreement with all amendments thereto, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.5 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 Amendment and to provide its Commitment, and (6) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 5.2 of the Credit Agreement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement Amendment and to agree to the various matters set forth herein. Each Lender also acknowledges acquire its Commitment; and (ii) agrees that (1) it will, independently and without reliance upon the Administrative Agent ​ ​ Agent, any arranger, 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 AgreementLoan 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. (c) From By its signature below, each of the Borrower, the Guarantors, the Administrative Agent, and after the Effective Date, Administrative Agent shall make all payments in respect Existing Lenders consents to the addition of each Assigned Interest (including payments of principal, interest, fees and other amounts) to New Lender as a Lender under the Assignees whether such amounts have accrued prior to, on or after the Effective Date. The Assignors and Assignees shall make all appropriate adjustments in payments by Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselvesCredit Agreement.