Common use of Joinder to Credit Agreement Clause in Contracts

Joinder to Credit Agreement. (a) The New Lender hereby agrees to become a party to the Credit Agreement as extended hereby and provide a Commitment as set forth in Schedule 4 (Commitments) attached hereto on the terms and conditions set forth herein. (b) The New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, and (B) (x) the source of any funds it is using to make any Advance is not and will not be plan assets as defined under the regulations of the Department of Labor of any Plan subject to Title I of ERISA or Section 4975 of the Code or (y) the assignment or Advance is not and will not be a non-exempt prohibited transaction as defined in Section 406 of ERISA; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.1(e) thereof 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 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; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. (c) Pursuant to the terms hereof, the New Lender shall (i) be a party to the Credit Agreement, (ii) be a Lender for all purposes of the Credit Agreement, (iii) perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender under the Credit Agreement; and (iv) have the rights and obligations of a Lender under the Credit Agreement. (d) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 9.2 of the Credit Agreement are as set forth in the New Lender’s administrative questionnaire delivered by the New Lender to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by the New Lender in a notice to the Administrative Agent.

Joinder to Credit Agreement. Subject to the satisfaction of the conditions precedent specified in Section 5 below, each New Lender: (a) The New Lender hereby agrees to become joins in the execution of, and becomes a party to, the Agreement as a Term Loan Lender; (b) is bound by all agreements and obligations (including, without limitation, the obligation to make loans to the Credit Agreement as extended hereby and provide a Commitment as set forth in Schedule 4 (CommitmentsBorrower pursuant to Section 2.01(b) attached hereto on of the Agreement, subject to the terms and conditions of the Agreement), and has all of the rights and benefits of a Term Loan Lender under the Agreement and the other Loan Documents to which the Term Loan Lenders are party, in each case, with the same force and effect as if such New Lender was a signatory to the Agreement and such other Loan Documents and was expressly named as a Term Loan Lender therein; (c) assumes and agrees to perform all duties of a Term Loan Lender under the Agreement and the other Loan Documents; (d) acknowledges and agrees that its Term Loan Commitment shall be the amount specified for such New Lender set forth herein. on Schedule 1.1 to the Agreement (b) The New Lender as amended hereby); (ie) represents and warrants to the other parties hereto that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, and (B) (x) the source of any funds it is using to make any Advance is not and will not be plan assets as defined under the regulations of the Department of Labor of any Plan subject to Title I of ERISA or Section 4975 of the Code or (y) the assignment or Advance is not and will not be a non-exempt prohibited transaction as defined in Section 406 of ERISA; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.1(e) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision legally authorized to enter into this AgreementAmendment; (iiif) agrees that it will, independently and without reliance upon the Administrative any 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; and (ivg) appoints and authorizes the Administrative Agent Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent Agents by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. (c) Pursuant to the terms hereof, the . Each New Lender shall (i) be hereby acknowledges that it has received and reviewed a party to the Credit Agreement, (ii) be a Lender for all purposes copy of the Credit Agreement, Agreement (iiias amended hereby) perform in accordance with their terms all and each of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender under the Credit Agreement; and (iv) have the rights and obligations of a Lender under the Credit Agreementother Loan Documents. (d) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 9.2 of the Credit Agreement are as set forth in the New Lender’s administrative questionnaire delivered by the New Lender to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by the New Lender in a notice to the Administrative Agent.

Joinder to Credit Agreement. (a) The Each New Lender hereby agrees to become a party to the Credit Agreement as extended hereby and provide a Commitment as set forth in Schedule 4 (Commitments) attached hereto on the terms and conditions set forth herein. (b) The New Lender Bank (i) represents and warrants that (A) it has full power is duly and authoritylegally authorized to enter into this Joinder Agreement (the "Joinder"), (B) the execution, delivery and has taken all action necessaryperformance of this Joinder does not conflict with any provision of law or of the charter or by-laws of such New Bank, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreementor of any agreement binding on such New Bank, and (BC) (x) all acts, conditions and things required to be done and performed and to have occurred prior to the source execution, delivery and performance of any funds this Joinder, and to render the same the legal, valid and binding obligation of such New Bank, enforceable against it is using to make any Advance is not in accordance with its terms, have been done and will not be plan assets as defined under the regulations of the Department of Labor of any Plan subject to Title I of ERISA or Section 4975 of the Code or (y) the assignment or Advance is not performed and will not be a non-exempt prohibited transaction as defined have occurred in Section 406 of ERISAdue and strict compliance with all applicable laws; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred delivered pursuant to in Section 4.1(e) ss.ss.6.4 and 7.4 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementJoinder; (iii) agrees that it will, independently and without reliance upon the Administrative either Bank Agent, either Co-Agent or any other Lender Bank 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; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. ; (cv) Pursuant to the terms hereof, the New Lender shall (i) be a party to the Credit Agreement, (ii) be a Lender for all purposes of the Credit Agreement, (iii) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Credit Agreement are required to be performed by it as a Lender under the Credit AgreementBank; and (ivvi) have acknowledges and agrees that it has made arrangements with the rights and obligations of a Lender under the Credit Agreement. (d) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 9.2 of the Credit Agreement are as set forth in the New Lender’s administrative questionnaire delivered by the New Lender to the Administrative Agent on or before the date hereof or satisfactory to such other address, facsimile number and electronic mail address as shall be designated by the New Lender Bank with respect to its pro rata share of Letter of Credit Fees in a notice to the Administrative Agentrespect of outstanding Letters of Credit.

Joinder to Credit Agreement. (a) The Each New Lender hereby agrees to become a party to the Credit Agreement as amended and extended hereby and provide a Commitment as set forth in Schedule 4 (Commitments) attached hereto on the terms and conditions set forth herein. (b) The Each New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, and (B) (x) the source of any funds it is using to make any Advance is not and will not be plan assets as defined under the regulations of the Department of Labor of any Plan subject to Title I of ERISA or Section 4975 of the Code or (y) the assignment or Advance is not and will not be a non-exempt prohibited transaction as defined in Section 406 of ERISA; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.1(e) thereof 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 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; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. (c) Pursuant to the terms hereof, the each New Lender shall (i) be a party to the Credit Agreement, (ii) be a Lender for all purposes of the Credit Agreement, (iii) perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender under the Credit Agreement; and (iv) have the rights and obligations of a Lender under the Credit Agreement. (d) The applicable address, facsimile number and electronic mail address of the each New Lender for purposes of Section 9.2 of the Credit Agreement are as set forth in the such New Lender’s administrative questionnaire delivered by the such New Lender to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by the such New Lender in a notice to the Administrative Agent.

Joinder to Credit Agreement. (a) The New Lender Standard Chartered Bank hereby agrees to become a party to the Credit Agreement as amended and extended hereby and provide a Commitment as set forth in Schedule 4 (Commitments) Commitments attached hereto on the terms and conditions set forth herein. (b) The New Lender Standard Chartered Bank (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, and (B) (x) the source of any funds it is using to make any Advance is not and will not be plan assets as defined under the regulations of the Department of Labor of any Plan subject to Title I of ERISA or Section 4975 of the Code or (y) the assignment or Advance is not and will not be a non-exempt prohibited transaction as defined in Section 406 of ERISA; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.1(e) thereof 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 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; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. (c) Pursuant to the terms hereof, the New Lender Standard Chartered Bank shall (i) be a party to the Credit Agreement, (ii) be a Lender for all purposes of the Credit Agreement, (iii) perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender under the Credit Agreement; and (iv) have the rights and obligations of a Lender under the Credit Agreement. (d) The applicable address, facsimile number and electronic mail address of the New Lender Standard Chartered Bank for purposes of Section 9.2 of the Credit Agreement are as set forth in the New LenderStandard Chartered Bank’s administrative questionnaire delivered by the New Lender Standard Chartered Bank to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by the New Lender Standard Chartered Bank in a notice to the Administrative Agent.