Common use of Joinder of New Lenders Clause in Contracts

Joinder of New Lenders. Upon execution of this Amendment, each of Citibank, N.A. and City National Bank (each a “New Lender” and collectively the “New Lenders”) shall be a party to the Credit Agreement and shall have all the rights and obligations of a Revolving Lender and a Term Loan Lender thereunder and under the Credit Documents. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment and the Credit Agreement, and this Amendment and the Credit Agreement are legal, valid and binding obligations of such New Lender, enforceable against it in accordance with their respective terms; (b) confirms that it has received a copy of the Credit Agreement and all of the Exhibits and Schedules thereto, together with copies of the financial statements referred to in Section 3.1 of the Credit Agreement, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (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 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 and a Term Loan Lender. The Commitment Percentages of each New Lender after giving effect to this Amendment shall be the percentage identified as its respective Commitment Percentages on Schedule 1.1(c), which is attached hereto as Exhibit B.

Joinder of New Lenders. Upon execution of this AmendmentEach New Lender, each of Citibankby its signature below, N.A. and City National Bank (each confirms that it has agreed to become a “New Lender” under, and collectively the “New Lenders”) shall be a party to as defined in, the Credit Agreement and shall have all the rights and obligations of with a Revolving Lender and a Commitment and/or Term Loan Lender thereunder and under as set forth on Schedule 2.01 hereto, effective on the Credit Documentsdate hereof upon the satisfaction of the conditions set forth in Section 5 hereof. Each New Lender (a) represents and warrants acknowledges that in connection with it is legally authorized to enter into this Amendment and the Credit Agreement, and this Amendment and the Credit Agreement are legal, valid and binding obligations of such New Lender, enforceable against it in accordance with their respective terms; (b) confirms that becoming a Lender it has received a copy of the Credit Agreement and all of the Schedules and Exhibits and Schedules thereto, together with copies of the most recent financial statements referred delivered by the Company pursuant to in Section 3.1 of the Credit Agreement, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Amendment become a Lender; and the Credit Agreement; (cb) agrees that that, upon it becoming a Lender on the date hereof, it will, independently and without reliance upon the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender 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 (i) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this Agreement and to consummate the other Credit Documents or any other instrument or document furnished pursuant hereto or theretotransactions contemplated hereby and to become a Lender on the date hereof; (ii) such New Lender is, on the date hereof, an Eligible Assignee; and (diii) 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 Agreement or the performance of its obligations hereunder or as a Lender under the Credit Agreement as of the date hereof. Each New Lender agrees to execute and deliver such other instruments, and take such other actions, as the Administrative Agent or any Loan Party may reasonably request in connection with the transactions contemplated by this Agreement (including, without limitation, delivering to the Administrative Agent, on or prior to the date hereof, an Administrative Questionnaire for such New Lender). The Company, the Administrative Agent, the L/C Issuer, the Swing Line Lender, each existing Lender and each New Lender acknowledges and agrees that, on the date hereof, each New Lender shall become a Lender and, from and after such date each New Lender will have all rights as a Lender under the Loan Documents. Each New Lender acknowledges and agrees that it from and after the date hereof such New Lender (x) will be bound by the provisions terms of the Credit Agreement as fully and to the same extent as if such New Lender were an original Lender under the Credit Agreement and (y) will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Revolving Lender and a Term Loan Lender. The Commitment Percentages of each New Lender after giving effect to this Amendment shall be the percentage identified as its respective Commitment Percentages on Schedule 1.1(c), which is attached hereto as Exhibit B..

Joinder of New Lenders. (a) Upon execution of this Amendment, each of Citibank, N.A. and City National Bank (each a “New Lender” and collectively the “New Lenders”) Lender shall be a party to the Credit Agreement (as amended by this Amendment) and shall have all of the rights and obligations of a Revolving Lender and a Term Loan Lender thereunder and under the Credit other Loan Documents. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment and the Credit Agreement, and this Amendment and is the Credit Agreement are legal, valid and binding obligations obligation of such New Lender, enforceable against it in accordance with their respective its terms; (b) confirms that it has received a copy of the Credit Agreement Agreement, this Amendment and all of the Annexes, Exhibits and Schedules thereto, together with copies of the financial statements referred delivered pursuant to in Section 3.1 7.1 of the Credit Agreement, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit AgreementAmendment; (c) agrees that it will, independently and without reliance upon the Existing Lenders, 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 AgreementAgreement (as amended by this Amendment), the other Credit Loan 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 (as amended by this Amendment) and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement (as amended by this Amendment) are required to be performed by it as a Revolving Lender and a Term Loan Lender. The Revolving Commitment Percentages and Bond Purchase Commitment of each New Lender after giving effect to this Amendment shall be the percentage identified as its respective Commitment Percentages set forth on Schedule 1.1(c), which is II attached hereto as Exhibit B.hereto.

Joinder of New Lenders. Upon Each new Lender signing this Second Amendment hereby acknowledges and agrees, by its execution and delivery of this Second Amendment, each of Citibank, N.A. and City National Bank (each a “New Lender” and collectively the “New Lenders”) shall be a party to that it joins the Credit Agreement and shall have as a Lender thereunder, subject to all the rights and obligations responsibilities of a Revolving Lender and a Term Loan Lender thereunder and under the Credit Documentsthereunder. Each New new Lender (a) represents and warrants that (i) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Second Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) 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 date of this Amendment and Second Amendment, it shall be bound by the provisions of the Credit Agreement are legalas a Lender thereunder and, valid and binding to the extent of its Commitments, shall have the obligations of a Lender thereunder, (iv) 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 New Lendertype, enforceable against it in accordance with their respective terms; (bv) confirms that it has received a copy of the Credit Agreement Agreement, and all of has received or has been accorded the Exhibits and Schedules thereto, together with opportunity to receive copies of the financial statements referred to in Section 3.1 of the Credit Agreement, the most recent financial statements delivered pursuant to Section 5.1 6.01 thereof, if anyas applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Second Amendment and to purchase its Commitments, (vi) it has, independently and without reliance upon the Administrative Agent or any other Secured Party, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Second Amendment 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 (cb) agrees that (i) it will, independently and without reliance upon the Administrative Agent or any other Lender Secured Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit 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 and a Term Loan Lender. The Commitment Percentages of each New Lender after giving effect to this Amendment shall be the percentage identified as its respective Commitment Percentages on Schedule 1.1(c), which is attached hereto as Exhibit B.Documents.

Joinder of New Lenders. Upon execution of (a) Each Person that signs this Amendment, each of Citibank, N.A. Amendment as a Lender and City National Bank that was not a Lender party to the Credit Agreement prior to the date hereof (each a “New Lender” and collectively the “New Lenders”) shall be a party to the Credit Agreement and shall have all the rights and obligations of a Revolving Lender and a Term Loan Lender thereunder and under the Credit Documents. Each New Lender (ai) represents and warrants that (A) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it is an Eligible Assignee, (C) from and this Amendment and after the date hereof, it shall be bound by the provisions of the Credit Agreement are legal, valid as a Lender thereunder and binding shall have the obligations of such New Lendera Lender thereunder, enforceable against it in accordance with their respective terms; (bD) confirms that it has received a copy of the Credit Agreement Agreement, and all of has received or has been accorded the Exhibits and Schedules thereto, together with opportunity to receive copies of the financial statements referred to in Section 3.1 of the Credit Agreement, the most recent financial statements delivered pursuant to Section 5.1 Sections 9.5, 9.6 and 9.7 thereof, if anyas applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement, and (E) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement; (cii) agrees that (A) it will, independently and without reliance upon on 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 decisions in taking or not taking action under the Credit AgreementLoan Documents, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; and (dB) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Revolving Lender Lender; and a Term Loan Lender. The Commitment Percentages of each New Lender after giving effect (iii) appoints the Agent to this Amendment shall be take such action as agent on its behalf and to exercise such powers under the percentage identified Credit Agreement as its respective Commitment Percentages on Schedule 1.1(c), which is attached hereto as Exhibit B.are delegated to the Agent by the terms thereof.

Joinder of New Lenders. Upon execution of this Amendment, each of Citibankthe Lenders listed on Exhibit E hereto (each, N.A. and City National Bank (each a “New Lender” and collectively the “New Lenders”) shall be a party to the Credit Agreement and shall have all the rights and obligations of a Revolving Lender and a Term Loan Lender thereunder and under the Credit Documents. Each New Lender (a) represents and warrants that it is legally authorized to enter into this the Amendment and the Credit Agreement, and this the Amendment and the Credit Agreement are legal, valid and binding obligations of such New Lender, enforceable against it in accordance with their respective terms; (b) confirms that it has received a copy of the Credit Agreement and all of the Exhibits and Schedules thereto, together with copies of the financial statements referred to in Section 3.1 of the Credit Agreement, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this the Amendment and the Credit Agreement; (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 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 and a Term Loan Lender. The Commitment Percentages Percentage of each New Lender after giving effect to this the Amendment shall be the percentage identified as its respective Commitment Percentages Percentage on Schedule 1.1(c), which is attached hereto as Exhibit B.

Joinder of New Lenders. Upon execution of (a) Each Person that signs this Amendment, each of Citibank, N.A. Agreement as a Lender and City National Bank that was not a Lender party to the Existing Credit Agreement (each a “New Lender” and collectively the “New Lenders”) shall be a party to the Credit Agreement and shall have all the rights and obligations of a Revolving Lender and a Term Loan Lender thereunder and under the Credit Documents. Each New Lender (ai) represents and warrants that (A) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, and this Amendment and (B) it satisfies the requirements to be an assignee under the Amended Credit Agreement are legal(subject to such consents, valid if any, as may be required under the Amended Credit Agreement), (C) from and binding after the Second Amendment Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth in the Amended Credit Agreement, as may be applicable to such New Lender, enforceable against it and either it, or the Person exercising discretion in accordance with their respective terms; making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities, (bE) confirms that it has received a copy of the Amended Credit Agreement Agreement, and all of has received or has been accorded the Exhibits and Schedules thereto, together with opportunity to receive copies of the financial statements referred to in Section 3.1 of the Credit Agreement, the most recent financial statements delivered pursuant to Section 5.1 thereof6.01 of the Existing Credit Agreement, if anyas applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment Agreement, (F) 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 (G) if it is a Foreign Lender, any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, has been duly completed and executed by such New Lender and delivered to the Administrative Agent; and (cii) agrees that (A) it will, independently and without reliance 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 decisions in taking or not taking action under the Credit Agreement, the other Credit Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (dB) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Revolving Lender and a Term Loan Lender. The Commitment Percentages of each New Lender after giving effect to this Amendment shall be the percentage identified as its respective Commitment Percentages on Schedule 1.1(c), which is attached hereto as Exhibit B..

Joinder of New Lenders. Upon execution of Each 2018 Incremental Lender that is not a Lender immediately prior to giving effect to this Amendment, each of Citibank, N.A. and City National Bank Amendment No. 1 (each a “New Lender” and collectively the “New Lenders”) shall be hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Amended Credit Agreement and shall have all the rights and obligations of as a Revolving Lender and a Term Loan Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Amended Credit Agreement, to the same extent as if such New Lender were an original signatory to the Credit DocumentsAgreement. Each New Lender (a) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, and this Amendment and the Credit Agreement are legal, valid and binding obligations of such New Lender, enforceable against it in accordance with their respective terms; (b) confirms that it has received a copy of the Credit Agreement and all of the Exhibits and Schedules thereto, together with copies of the financial statements referred to in Section 3.1 of the Credit Agreement, the most recent financial statements delivered pursuant to Section 5.1 8.01 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the Credit Agreement; (c) agrees that basis of which it will, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents (c) from and information as after the Amendment No. 1 Effective Date, it shall deem appropriate at the time, continue be a party to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; and (d) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Revolving Lender and a Term Loan Lender. The Commitment Percentages of each New Lender after giving effect to this Amendment shall be the percentage identified as its respective Commitment Percentages on Schedule 1.1(c), which is attached hereto as Exhibit B.thereunder.

Joinder of New Lenders. Upon Each New Lender executing this Fourth Amendment hereby acknowledges and agrees, by its execution and delivery of this Fourth Amendment, each of Citibank, N.A. and City National Bank (each a “New Lender” and collectively the “New Lenders”) shall be a party to that it joins the Credit Agreement and shall have as a Lender thereunder, subject to all the rights and obligations responsibilities of a Revolving Lender and a Term Loan Lender thereunder and under the Credit Documentsthereunder. Each New Lender Lender: (a) represents and warrants that (i) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Fourth Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) is an Eligible Assignee, (iii) from and this after the Fourth Amendment and Effective Date, it shall be bound by the provisions of the Credit Agreement are legalas a Lender thereunder and, valid and binding to the extent of its Commitments, shall have the obligations of a Lender thereunder, (iv) 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 New Lendertype, enforceable against it in accordance with their respective terms; (bv) confirms that it has received a copy of the Credit Agreement Agreement, and all of has received or has been accorded the Exhibits and Schedules thereto, together with opportunity to receive copies of the financial statements referred to in Section 3.1 of the Credit Agreement, the most recent financial statements delivered pursuant to Section 5.1 6.01 thereof, if anyas applicable, and such other Loan Document or other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fourth Amendment and to purchase its Commitments, (vi) it has, independently and without reliance upon the Administrative Agent, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Fourth Amendment 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 (cb) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant 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 and a Term Loan Lender. The Commitment Percentages of each New Lender after giving effect to this Amendment shall be the percentage identified as its respective Commitment Percentages on Schedule 1.1(c), which is attached hereto as Exhibit B.Documents.