Common use of Joining Lenders Clause in Contracts

Joining Lenders. By its execution of this Amendment, Bank of America, N.A. (or any of its designated branch offices or affiliates) (“BofA”) hereby confirms and agrees that, on and after the date hereof, it shall be and become a party to the Credit Agreement as a Lender and UK Lender, and shall have all of the rights and be obligated to perform all of the obligations of a Lender and UK Lender thereunder with the Revolver Commitment applicable to it identified on Exhibit B attached hereto. BofA further (i) represents and warrants that it is 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 and UK Lender under the Credit Agreement; (ii) confirms that it has received copies of the Credit Agreement and such other Loan Documents, documents, and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it shall, independently and without reliance upon Agent, any other agent, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (iv) appoints and authorizes (A) Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are incidental thereto, and (B) UK Security Agent as security agent and trustee on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to UK Security Agent by the terms thereof, together with such powers as are incidental thereto; (v) confirms that it is a Treaty Lender; (vi) confirms that the person beneficially entitled to interest payable to BofA in respect of an advance under a Loan Document is either (A) a company resident in the United Kingdom for United Kingdom tax purposes; or (B) a partnership each member of which is (1) a company so resident in the United Kingdom; or (2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; (vi) confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number 13/P/63904/DTTP) and is tax resident in United States of America, so that interest payable to BofA by UK Borrowers is generally subject to full exemption from UK withholding tax and notifies the Administrative Borrower that it wishes that scheme to apply to the Credit Agreement; and (vii) agrees that it will observe and perform all obligations that are required to be performed by it as a “Lender” and “UK Lender” under the Loan Documents. For the avoidance of doubt, Xxxxxxxxx hereby consent to BofA becoming a Lender and UK Lender under the Credit Agreement. BofA requests that the Administrative Borrower notify: (x) each UK Borrower which is a party to the Credit Agreement as of the date hereof that wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days of the transfer date and (y) each UK Borrower which becomes a party to the Credit Agreement after the date hereof that BofA wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days of such UK Borrower becoming a party to the Credit Agreement.

Joining Lenders. By its execution of this Amendment, Bank of AmericaUnion Bank, N.A. (or any of its designated branch offices or affiliates) (“BofA”) hereby confirms and agrees that, on and after the date hereof, it shall be and become a party to the Credit Loan Agreement as a U.S. Lender and UK a U.K. Lender, and shall have all of the rights and be obligated to perform all of the obligations of a U.S. Lender and UK a U.K. Lender thereunder with the U.S. Revolver Commitment and U.K. Revolver Commitment applicable to it identified on Exhibit B Schedule 1.1 attached hereto. BofA further By its execution of this Amendment, Union Bank, Canada Branch hereby confirms and agrees that, on and after the date hereof, it shall be and become a party to the Loan Agreement as a Canadian Lender, and shall have all of the rights and be obligated to perform all of the obligations of a Canadian Lender thereunder with the Canadian Revolver Commitment applicable to it identified on Schedule 1.1 attached hereto. Each of Union Bank, N.A. and Union Bank, Canada Branch (ia) represents and warrants that it is has full power and authority, and has taken all action necessary, legally authorized to execute and deliver enter into this Amendment and to consummate the transactions contemplated hereby and to become a Lender and UK Lender under the Credit AgreementAmendment; (iib) confirms that it has received copies of the Credit Loan Agreement and such other Loan Documents, documents, Documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iiic) agrees that it shall, independently and without reliance upon Agent, any other agent, Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (ivd) confirms that it is an Eligible Assignee; (e) appoints and authorizes (A) Agent to take such action as agent on its behalf and to exercise such powers under the Credit Loan Agreement and the other Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are incidental thereto, and (B) UK Security Agent as security agent and trustee on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to UK Security Agent by the terms thereof, together with such powers as are incidental thereto; (v) confirms that it is a Treaty Lender; (vi) confirms that the person beneficially entitled to interest payable to BofA in respect of an advance under a Loan Document is either (A) a company resident in the United Kingdom for United Kingdom tax purposes; or (B) a partnership each member of which is (1) a company so resident in the United Kingdom; or (2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; (vi) confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number 13/P/63904/DTTP) and is tax resident in United States of America, so that interest payable to BofA by UK Borrowers is generally subject to full exemption from UK withholding tax and notifies the Administrative Borrower that it wishes that scheme to apply to the Credit Agreement; and (viif) agrees that it will observe and perform all obligations that are required to be performed by it as a “Lender” and “UK Lender” under the Loan Documents. For the avoidance of doubt, Xxxxxxxxx Borrowers hereby consent to BofA Union Bank, N.A. and Union Bank, Canada Branch each becoming a Lender and UK Lender under the Credit Loan Agreement. BofA requests For the purposes of the Loan Agreement, and in connection with its acting in the capacity of a U.K. Lender, Union Bank N.A. notifies to Agent that the Administrative Borrower notify: (x) each UK Borrower which it is a party to Treaty Lender and confirms its tax jurisdiction of incorporation as the Credit Agreement as of the date hereof that wishes United States and its passport number under the HMRC DT Treaty Passport Scheme scheme as 13/U/216367/DTTP. For the purposes of the Loan Agreement, and in connection with its acting in the capacity of a U.K. Lender, SunTrust Bank notifies to apply to the Credit Agreement and Agent that it must make an application to HM Revenue & Customs is a Treaty Lender and confirms its tax jurisdiction of incorporation as the United States and its passport number under form DTTP2 within 30 days of the transfer date and (y) each UK Borrower which becomes a party to the Credit Agreement after the date hereof that BofA wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days of such UK Borrower becoming a party to the Credit Agreementscheme as 13/S/67712/DTTP.

Joining Lenders. By its execution of this Amendment, Bank of AmericaJPMorgan Chase Bank, N.A. (or any of its designated branch offices or affiliates) N.A (“BofAJPMCB”) ). hereby confirms and agrees that, on and after the date hereof, it shall be and become a party to the Credit Agreement as a Lender and UK Lender, and shall have all of the rights and be obligated to perform all of the obligations of a Lender and UK Lender thereunder with the Revolver Commitment applicable to it identified on Exhibit B attached hereto. BofA JPMCB further (i) represents and warrants that it is 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 and UK Lender under the Credit Agreement; (ii) confirms that it has received copies of the Credit Agreement and such other Loan Documents, documents, and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it shall, independently and without reliance upon Agent, any other agent, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (iv) appoints and authorizes (A) Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are incidental thereto, and (B) UK Security Agent as security agent and trustee on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to UK Security Agent by the terms thereof, together with such powers as are incidental thereto; (v) confirms that it is a Treaty Lender; (vi) confirms that the person beneficially entitled to interest payable to BofA JPMCB in respect of an advance under a Loan Document is either (A) a company resident in the United Kingdom for United Kingdom tax purposes; or (B) a partnership each member of which is (1) a company so resident in the United Kingdom; or (2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; (vi) confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number 13/P/63904M/268710/DTTP) and is tax resident in United States of America, so that interest payable to BofA JPMCB by UK Borrowers is generally subject to full exemption from UK withholding tax and notifies the Administrative Borrower that it wishes that scheme to apply to the Credit Agreement; and (vii) agrees that it will observe and perform all obligations that are required to be performed by it as a “Lender” and “UK Lender” under the Loan Documents. For the avoidance of doubt, Xxxxxxxxx Borrowers hereby consent to BofA JPMCB becoming a Lender and UK Lender under the Credit Agreement. BofA JPMCB requests that the Administrative Borrower notify: (x) each UK Borrower which is a party to the Credit Agreement as of the date hereof that wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days of the transfer date and (y) each UK Borrower which becomes a party to the Credit Agreement after the date hereof that BofA JPMCB wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days of such UK Borrower becoming a party to the Credit Agreement.

Joining Lenders. By its execution of this Amendment, Bank of AmericaPNC Bank, N.A. (or any of its designated branch offices or affiliates) National Association (“BofAPNC”) hereby confirms and agrees that, on and after the date hereof, it shall be and become a party to the Credit Agreement as a Lender and UK Lender, and shall have all of the rights and be obligated to perform all of the obligations of a Lender and UK Lender thereunder with the Revolver Commitment applicable to it identified on Exhibit B A attached hereto. BofA PNC further (i) represents and warrants that it is 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 and UK Lender under the Credit Agreement; (ii) confirms that it has received copies of the Credit Agreement and such other Loan Documents, documents, and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it shall, independently and without reliance upon Agent, any other agent, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (iv) appoints and authorizes (A) Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are incidental thereto, and (B) UK Security Agent as security agent and trustee on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to UK Security Agent by the terms thereof, together with such powers as are incidental thereto; (v) confirms that it is a Treaty Lender; (vi) confirms that the person beneficially entitled to interest payable to BofA PNC in respect of an advance under a Loan Document is either (A) a company resident in the United Kingdom for United Kingdom tax purposes; or (B) a partnership each member of which is (1) a company so resident in the United Kingdom; or (2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; (vi) confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number 13/P/63904/DTTP) and is tax resident in United States of America, so that interest payable to BofA PNC by UK Borrowers is generally subject to full exemption from UK withholding tax and notifies the Administrative Borrower that it wishes that scheme to apply to the Credit Agreement; and (vii) agrees that it will observe and perform all obligations that are required to be performed by it as a “Lender” and “UK Lender” under the Loan Documents. For the avoidance of doubt, Xxxxxxxxx hereby consent to BofA PNC becoming a Lender and UK Lender under the Credit Agreement. BofA PNC requests that the Administrative Borrower notify: (x) each UK Borrower which is a party to the Credit Agreement as of the date hereof that wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days of the transfer date and (y) each UK Borrower which becomes a party to the Credit Agreement after the date hereof that BofA PNC wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days of such UK Borrower becoming a party to the Credit Agreement.