Lender Joinder. (a) Each lender party hereto that does not have a Commitment and/or outstanding Loans under the Credit Agreement prior to the First Amendment Effective Date (each, a “New Lender”) hereby agrees to provide a Revolving Commitment and a Term Loan Commitment to the Borrower in the respective amounts set forth on Schedule 1.1(b) attached hereto. Each New Lender with a Revolving Commitment shall be deemed to have purchased, without recourse, a risk participation from the Issuing Bank in all Letters of Credit issued by it under the Credit Agreement and the obligations arising thereunder in an amount equal to its Pro Rata Share of the obligations under such Letters of Credit, and shall absolutely, and unconditionally assume, and be obligated to pay to the Issuing Lender and discharge when due as provided in the Credit Agreement, its Pro Rata Share of the obligations arising under such Letters of Credit. Each New Lender shall be deemed to have purchased, without recourse, a risk participation from the Swingline Lender in all Swingline Loans made by it under the Credit Agreement and the obligations arising thereunder in an amount equal to its Pro Rata Share of the obligations under such Swingline Loans, and shall absolutely and unconditionally assume, and be obligated to pay to the Swingline Lender and discharge when due as provided in the Credit Agreement, its Pro Rata Share of the obligations arising under such Swingline Loans.
(b) Each New Lender (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) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (3) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof 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, based on such information, has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender and (4) it has delivered to the Borrower and/or the Administrative Agent, as applicable, any documentation required to be delivered by it pursuant to the terms of...
Lender Joinder. 5.1. Each of the Lenders identified on the signature pages hereto as a “New Lender” (a) represents and warrants that it is either a commercial lender, other financial institution or other “accredited” investor (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended) that makes or acquires loans in the ordinary course of business and that it will make or acquire the Loans for its own account in the ordinary course of business; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 7.01 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; (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; (d) 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; (e) agrees that, as of the date hereof, such Lender shall (i) be a party to the Credit Agreement and the other Loan Documents to which Lenders are a party, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, (iii) perform 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, (iv) shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, and (v) ratifies and approves all acts previously taken by the Collateral Agent on such Lender’s behalf; and (f) agrees to waive the borrowing notice provisions of Section 2.02(a) of the Credit Agreement with respect to the advances made by it on the date hereof.
5.2. The Borrower and each of the Guarantors agrees that, as of the date hereof, each of the Lenders identified on the signature pages hereto as a “New Lender” shall (a) be a party to the Credit Agreement and the other Loan Documents to which Lenders are a party, (b) be a “Lender” for all purposes of the Credit Agreement and the other Loan...
Lender Joinder. This Amendment constitutes a Lender joinder agreement and by signing this Amendment, the New Lender shall from and after the date hereof be deemed to be a party to the Credit Agreement and a “Lender” for all purposes of the Credit Agreement and the other Facility Documents, with a several, but not joint, Commitment in the amount set forth opposite its name on Appendix B hereto, and shall have all of the rights and obligations of a Lender under the Credit Agreement and the other Facility Documents. The New Lender: (i) confirms that it has received a copy of the Credit Agreement and the other Facility Documents, together with copies of any financial statements delivered pursuant to Section 5.01 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any 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 or in connection with any of the Facility Documents; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Facility Documents, in each case as are delegated to the Administrative Agent by the terms thereof; and (iv) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Facility Documents are required to be performed by it as a Lender. On the Effective Date (as defined below), the New Lender shall make a payment to the Administrative Agent for the account of the other Lenders, in an amount calculated by the Administrative Agent, so that after giving effect to such payment and to the distribution thereof to the other Lenders in accordance with the Credit Agreement, the Advances are held ratably by the Lenders in accordance with their respective Commitments.
Lender Joinder. From and after the date hereof, each Person identified on the signature pages hereto as a Lender that is not a party to the Credit Agreement immediately prior to giving effect to this Amendment (each, a “New Lender”) shall be deemed to be a party to the Credit Agreement and a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents as if it had executed the Credit Agreement.
Lender Joinder. By execution of this Amendment, each Person identified on the signature pages hereto as a “Term A Lender”, in its capacity as such, hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such Person will be deemed to be a party to the Amended Credit Agreement (to the extent not already a party thereto) and a “Term A Lender” for all purposes of the Amended Credit Agreement, and shall have all of the obligations of a Term A Lender thereunder as if it had executed the Amended Credit Agreement. Such Person hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Term A Lenders contained in the Amended Credit Agreement.
Lender Joinder. Each of JPMorgan Chase Bank, N.A. and Union Bank, N.A. (each a “New Lender” and collectively, the “New Lenders”), by its execution of this Amendment, hereby acknowledges, agrees and confirms (i) its Revolving Commitment and Term Loan Commitment in an aggregate principal amount for such New Lender set forth on Schedule 1.1 to the Credit Agreement (and attached hereto as Annex I) and its obligation to make its portion of the Revolving Loans and Term Loans to the Borrower in accordance with the provisions of the Credit Agreement and (ii) that each New Lender will, as of the Second Amendment Effective Date, be a party to the Credit Agreement and be bound by the provisions of the Credit Agreement and have the rights and obligations of a Lender thereunder.
Lender Joinder. From and after the First Amendment Effective Date, by execution of this Amendment, each Person identified on the signature pages hereto as an Additional Tranche B Lender hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such Person will be deemed to be a party to the Amended Credit Agreement and a “Lender” for all purposes of the Amended Credit Agreement, and shall have all of the obligations of a Lender thereunder as if it had executed the Amended Credit Agreement. Such Person hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Lenders contained in the Amended Credit Agreement.
Lender Joinder. Upon execution of this Sixth Amendment, each Lender identified on Schedule 1.4 hereto (each a “New Lender”) shall be a party to the Credit Agreement and have all of the rights and obligations of a Lender thereunder and under the other Loan Documents. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Sixth Amendment and this Sixth Amendment is the legal, valid and binding obligation of such New Lender, enforceable against it in accordance with its terms; (b) confirms that it has received a copy of the Credit Agreement, this Sixth Amendment and all of the Exhibits and Schedules thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Sixth Amendment; (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 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 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 Lender. The Commitment of each New Lender after giving effect to this Sixth Amendment shall be as set forth on Annex B to this Sixth Amendment. Each of the Loan Parties agrees that, as of the Sixth Amendment Effective Date, each New Lender shall (a) be a party to the Credit Agreement and the other Loan Documents (as applicable), (b) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (c) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
Lender Joinder. From and after the First Amendment Effective Date, by execution of this Amendment, each New Lender hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such Person will be deemed to be a party to the Existing Credit Agreement (as amended hereby) and an “Acquisition Term Loan Lender” and a “Lender” for all purposes of the Existing Credit Agreement (as amended hereby), and shall have all of the rights and obligations of a Lender thereunder as if it had executed the Existing Credit Agreement (as amended hereby). Such Person hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Lenders contained in the Existing Credit Agreement (as amended hereby).
Lender Joinder. From and after the Third Amendment Effective Date, by execution of this Third Amendment, each Person identified on the signature pages hereto as a new lender (a "New Lender") hereby acknowledges, agrees and confirms that, by its execution of this Third Amendment, such Person will be deemed to be a party to the Credit Agreement as amended hereby and a "Lender" for all purposes of the Credit Agreement as amended hereby, and shall have all of the obligations of a Lender thereunder as if it had executed the Credit Agreement as amended hereby. Such Person hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Lenders contained in the Credit Agreement as amended hereby.
