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 the Credit Agreement, duly completed and executed by such New Lender (including, but not limited to, completion, execution and delivery of applicable Internal Revenue Service tax withholding exemption forms); and (ii) agrees that it will (1) independently and without reliance on 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 Loan Documents and (2) 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) Each of the Loan Parties, the Lenders (including the New Lenders) and the Administrative Agent agrees that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Aaron's Inc)
Lender Joinder. (a) Each lender party hereto that does not have a Commitment To the extent necessary to give effect to the reallocations of the Commitments and Obligations effected by the amendment to Schedule 2.01 to the Existing Credit Agreement, each Existing Lender hereby sells and assigns, without recourse, to the Existing Lenders and/or outstanding Loans New Lenders, as applicable, and each New Lender and/or Existing Lender, as applicable, hereby purchases and assumes, without recourse, from each such Existing Lender, effective as of the First Amendment Effective Date, such interests in such Existing Lender’s rights and obligations under the Existing Credit Agreement prior (including, without limitation, the Commitments of such Existing Lender on the First Amendment Effective Date and the Obligations owing to such Existing Lender that are outstanding on the First Amendment Effective Date). Additionally, from and after the First Amendment Effective Date (each, a “i) each of the 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 Lenders shall be deemed a party to have purchased, without recourse, a risk participation from and be bound by 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 provisions 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 Amended Credit Agreement, its Pro Rata Share as amended hereby, and, to the extent of the interests assigned hereby, have the rights and obligations arising under such Letters of Credit. Each New a Lender shall be deemed to have purchased, without recourse, a risk participation from the Swingline Lender in all Swingline Loans made by it thereunder and under the other Loan Documents and (ii) each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights (other than indemnification rights pursuant to Section 10.04 of the Existing Credit Agreement which expressly survive such assignment) and the obligations arising thereunder in an amount equal to be released from 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 Existing Credit Agreement, its Pro Rata Share of the obligations arising under such Swingline Loans.
(b) as amended hereby. Each New Existing Lender (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (1ii) it has full power makes no representation or warranty and authorityassumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; and has taken all action necessary, (iii) makes no representation or warranty and assumes no responsibility with respect to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under the Credit Agreement, Loan Documents or any other instrument or document furnished pursuant thereto. Each New Lender (2i) 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) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof 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 andAmendment; (ii) agrees that it will, based on such information, has made such analysis and decision independently and without reliance on upon 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 the Credit Agreement, duly completed and executed by such New Lender (including, but not limited to, completion, execution and delivery of applicable Internal Revenue Service tax withholding exemption forms); and (ii) agrees that it will (1) independently and without reliance on 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 Loan Documents Existing Credit Agreement, as amended hereby; (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 Existing Credit Agreement, as amended hereby, as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (2iv) agrees that it will perform in accordance with their the terms of all of the obligations which that by the terms of the Loan Documents Existing Credit Agreement, as amended hereby, are required to be performed by it as a Lender.
; and (cv) Each that is not a United States person shall have provided all forms required under Section 3.01 of the Loan Parties, the Lenders (including the New Lenders) and the Administrative Agent agrees that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Existing Credit Agreement, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
Appears in 1 contract
Lender Joinder. In consideration of the foregoing, Lender agrees that (a) Each lender party hereto that does not have a Commitment and/or outstanding Loans under Lender must, at Lender's sole cost, repair any damage in or about 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 Leased Premises caused by any entry or removal of Tenant's Personal Property by 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 or 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.
agents; (b) Each New Lender must pay to Landlord all rent and other charges due under the Lease during the period commencing on the date on which Lender has the right to access the Leased Premises, as set forth in Landlord's Availability Notice to Lender (ithe "Access Date") 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 through the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder removal 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 the Credit Agreement, duly completed and executed by such New Lender (including, but not limited to, completion, execution and delivery of applicable Internal Revenue Service tax withholding exemption forms)repair; and (ii) agrees that it will (1) independently and without reliance on 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 Loan Documents and (2) 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) Each Lender has no right to change the locks or otherwise restrict Landlord's access to the Leased Premises, without Landlord's prior written consent; (d) if Lender fails to remove all of Tenant's Personal Property within the Loan Parties, 30 day period following the Lenders (including the New Lenders) and the Administrative Agent agrees that, as of the First Amendment Effective Accesss Date, each New Landlord may remove, dispose or otherwise store Tenant's Personal Property outside the Leased Premises, at Lender's sole cost; (e) Lender shall has no right to conduct any auction or other sale of Tenant's Personal Property at, from or within the Leased Premises, except at such times and upon such terms as Landlord may deem acceptable, in Landlord's reasonable discretion; (if) be a party to Landlord or its agents may access and perform work within the Credit AgreementLeased Premises during the period in which the removal and repair work described above is being performed by Lender (or its agents), so long as Landlord's work does not unreasonably interfere with Lender's (iior its agent's) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.work; and
Appears in 1 contract
Lender Joinder. As of the Commitment Increase Effective Date, each of Comerica Bank, Zions Bancorporation, N.A. and KeyBank National Association (each a “Joining Lender”) acknowledges, agrees and confirms, by its execution of this Amendment, (a) Each lender it will be deemed to be a party hereto that does not have a Commitment and/or outstanding Loans under to the Credit Agreement prior to the First Amendment Effective Date (each, and 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 ” for all Letters purposes of Credit issued by it under the Credit Agreement and the obligations arising thereunder in an amount equal to its Pro Rata Share other Loan Documents, and shall have all of the obligations of a Lender under such Letters the Credit Agreement as if it had executed the Credit Agreement; (b) to be bound by, all of Creditthe terms, provisions and shall absolutely, and unconditionally assume, and be obligated to pay to the Issuing Lender and discharge when due as provided conditions contained in the Credit Agreement, ; (c) its Pro Rata Share of the obligations arising under such Letters of Credit. Each New Lender Commitment and Applicable Percentage shall be deemed to have purchased, without recourse, as set forth on Schedule 2.01 attached as Annex C hereto; (d) it has received 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 copy 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 copies of the obligations arising most recent financial statements delivered pursuant to Section 6.01 thereof and such other documents and information as it deems appropriate, independently and without reliance upon the Administrative Agent, any other Lender or any of their Related Parties, to make its own credit analysis and decision to enter into this Lender Joinder Agreement and to become a Lender under the Credit Agreement; (e) it will, independently and without reliance upon the Administrative Agent, any other Lender or any of their Related Parties and based on such Swingline Loans.
documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder; (bf) Each New Lender it is an Eligible Assignee; (i) represents and warrants that (1g) 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, ; and (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, (3h) it has received a copy of provided the Credit AgreementAdministrative Agent with its administrative details, 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 the Credit Agreement, duly completed and executed by Agreement if such New Joining Lender (including, but not limited to, completion, execution and delivery of applicable Internal Revenue Service tax withholding exemption forms); and (ii) agrees that it will (1) independently and without reliance on 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 Loan Documents and (2) 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 is a Foreign Lender.
(c) Each of the Loan Parties, the Lenders (including the New Lenders) and the Administrative Agent agrees that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
Appears in 1 contract
Lender Joinder. (a) Each lender Joining Lender acknowledges, agrees and confirms, by its execution of this Amendment, (i) it will be deemed to be a party hereto that does not to the Amended Loan Agreement as a “Lender” for all purposes of the Amended Loan Agreement and the other Loan Documents, and shall have all of the obligations of a Commitment and/or outstanding Loans “Lender” under the Credit Amended Loan Agreement prior as if it had executed the Amended Loan Agreement and be subject to the First Amendment Effective Date (each, other Loan Documents as a “New Lender”; (ii) hereby agrees to provide a Revolving Commitment be bound by all of the terms, provisions and a Term Loan Commitment to the Borrower conditions contained in the respective amounts Amended Loan Agreement and the other Loan Documents that are applicable to “Lenders” thereunder; (iii) its Commitments and Commitment Percentage shall be as set forth on Schedule 1.1(b1 to the Amended Loan Agreement (after giving effect to this Amendment); (iv) attached hereto. Each New Lender with it has received a Revolving Commitment shall be deemed to have purchased, without recourse, a risk participation from copy of the Issuing Bank in all Letters of Credit issued by it under the Credit Amended Loan Agreement and the obligations arising thereunder in an amount equal to its Pro Rata Share other Loan Documents, copies of the obligations under such Letters of Credit, and shall absolutely, and unconditionally assume, and most recent financial statements required to be obligated to pay delivered (or made available by filings with the SEC) pursuant to the Issuing Amended Loan Agreement and such other documents and information as it deems appropriate, independently and without reliance upon the Agent, any other Lender or any of their Related Parties, to make its own credit analysis 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 decision to have purchased, without recourse, enter into this Amendment and to become a risk participation from the Swingline Lender in all Swingline Loans made by it “Lender” under the Credit Amended Loan Agreement and the obligations arising thereunder other Loan Documents; (v) it will, independently and without reliance upon the Agent, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in an amount equal to its Pro Rata Share taking or not taking action under or based upon the Amended Loan Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder; (vi) it is permitted under Section 10.10 of the obligations under such Swingline Loans, Existing Loan Agreement and shall absolutely the Amended Loan Agreement to be a “Lender”; 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 (1vii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated by the Amended Loan Agreement and 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 the Credit Agreement, duly completed and executed by such New Lender (including, but not limited to, completion, execution and delivery of applicable Internal Revenue Service tax withholding exemption forms); and (ii) agrees that it will (1) independently and without reliance on 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 Loan Documents and (2) 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) Each of the Loan Parties, the Lenders (including the New Lenders) and the Administrative Agent agrees that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (iii) have the rights and obligations of a Lender under the Credit Amended Loan Agreement and the other Loan Documents.
(b) Simultaneously with the effectiveness of this Amendment, the parties hereby agree that, notwithstanding the provisions regarding assignments set forth in Section 10.10 of the Existing Loan Agreement or the Amended Loan Agreement, the Commitments and Commitment Percentage of all Lenders shall be as set forth in Schedule 1 of the Amended Loan Agreement (after giving effect to this Amendment) and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment Agreements. Notwithstanding anything to the contrary in Section 10.10 of the Existing Loan Agreement or the Amended Loan Agreement, no other documents or instruments, including any Assignment Agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment Agreement.
Appears in 1 contract
Samples: Term Loan Agreement (Nordson Corp)
Lender Joinder. (a) Each lender bank or other financial institution party hereto that does did not have a Revolving Commitment and/or outstanding Loans under the Credit Agreement prior to the First Second Amendment Effective Date (each, a “New Lender”) hereby agrees to provide a Revolving Commitment and a Term Loan Commitment to the Borrower Borrowers in the respective amounts amount for such New Lender as set forth on Schedule 1.1(b) 2.01 attached hereto. .
(b) Each New Lender with a Revolving Commitment shall be deemed to have purchased, without recourse, a risk participation from the Issuing Bank L/C Issuer in all Letters of Credit issued by it (including Existing Letters of Credit) under the Credit Agreement and the obligations arising thereunder in an amount equal to its Pro Rata Share Applicable Percentage 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 L/C Issuer when due as provided in the Credit Agreement, its Pro Rata Share Applicable Percentage 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 each Swing Line Lender in all Swingline Swing Line Loans made by it under the Credit Agreement and the obligations arising thereunder in an amount equal to its Pro Rata Share Applicable Percentage of the obligations under such Swingline Swing Line Loans, and shall absolutely and unconditionally assume, and be obligated to pay to the Swingline each Swing Line Lender and discharge when due as provided in the Credit Agreement, its Pro Rata Share Applicable Percentage of the obligations arising under such Swingline Swing Line Loans.
(bc) Each New Lender (i) represents and warrants that (1A) 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, (2B) 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, (3C) it has received a copy copies of the Credit AgreementAgreement and any other Loan Documents requested by it, together with copies of the most recent financial statements delivered pursuant to Section 5.1 7.09 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 (4D) it has delivered to the Borrower Borrowers and/or the Administrative Agent, as applicable, any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender (including, but not limited to, completion, execution and delivery of applicable Internal Revenue Service tax withholding exemption forms); and (ii) agrees that it will (1A) independently and without reliance on 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 Loan Documents and (2B) 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.
(cd) Each of the Loan Parties, the Lenders (including the New Lenders) and the Administrative Agent agrees that, as of the First Second Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
Appears in 1 contract
Lender Joinder. (a) Each lender PNC BANK, NATIONAL ASSOCIATION, a national banking association (the "New Lender") and the Lenders, other than the New Lender (the "Existing Lenders"), hereby agree that, upon giving effect to the assignments and acceptances described below, (i) the New Lender shall be a party hereto that does not have a Commitment and/or outstanding Loans under to the Credit Agreement prior to and shall have all of the First Amendment Effective Date (eachrights and obligations under the Loan Documents, 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 made 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 covenants and agreements contained in the Loan Documents, arising out of Credit, and shall absolutely, and unconditionally assume, and be obligated to pay or otherwise related to the Issuing Lender and discharge when due as provided assigned interests 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 (ii) the Existing Lenders shall be absolutely released from any of such obligations, covenants and unconditionally assume, and be obligated to pay to agreements assumed or made by the Swingline New Lender and discharge when due as provided in respect of the assigned interests in the Credit AgreementLoans. The New Lender hereby acknowledges and agrees that the agreement set forth in this Section 4 is expressly made for the benefit of Borrowers, its Pro Rata Share of Agent and the obligations arising under such Swingline LoansExisting Lenders and their respective successors and permitted assigns.
(b) Each Lender, including without limitation the New Lender, hereby agrees that the Lenders' Pro Rata Shares of the Revolving Loan Commitment and the Term Loan, in each case effective upon the effectiveness of the amendments set forth above, shall be as set forth on Schedule 4(b) hereto. To the extent ------------- necessary to give effect to the provisions of the preceding sentence, the Existing Lenders hereby agree on the date hereof to sell and to assign to each other Lender (i) represents and warrants that including, without limitation, the New Lender), without recourse, representation or warranty (1) it has full power and authorityexcept as set forth below), and has taken all action necessaryeach such other Lender hereby purchases and assumes from such Existing Lenders, a percentage interest in the Revolving Loan Commitment and the Term Loan in amounts required to give effect to the Pro Rata Shares set forth on Schedule 4(b) hereto. The ------------- Lenders hereby agree, on the effective date of the amendments set forth above, to execute effect such inter-Lender transfers to give effect to the respective Pro Rata Shares set forth on such Schedule 4(b). The Credit Agreement is hereby amended ------------- in all relevant respects to give effect to the respective Pro Rata Shares set forth on Schedule 4(b). As a result of such assignments and deliver this Amendment acceptances, the ------------- Existing Lenders are absolutely released from any of such obligations, covenants and agreements, to consummate the transactions contemplated extent of their assigned shares of the Term Loans and the Revolving Loan Commitment (it being understood that Finova Capital Corporation (the "Exiting Lender") is hereby assigning all of its interests with respect to the Revolving Loan Commitment and outstanding principal amount of Term Loans of such Lender, and upon such assignment Finova Capital Corporation shall no longer be deemed to become be a Lender under the Credit Agreement, (2) from ). Interest accrued on the Loans transferred as contemplated by this paragraph and after fees accrued in respect of the commitments transferred as contemplated by this paragraph shall accrue to the transferor Lender through the date hereof, it shall be bound such transfer is actually made by payment by the provisions of the Credit Agreement as a transferee 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 for such Loans transferred and such other documents interest 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 fees shall accrue to the Borrower and/or the Administrative Agent, as applicable, any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New transferee Lender (including, but not limited to, completion, execution and delivery of applicable Internal Revenue Service tax withholding exemption forms); and (ii) agrees that it will (1) independently and without reliance on 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 Loan Documents and (2) 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 Lenderthereafter.
(c) Each of the Loan Parties, the Lenders (including the New Lenders) and the Administrative Agent agrees that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
Appears in 1 contract
Lender Joinder. (a) Each lender party hereto that does not have a Commitment Existing Lender hereby sells and assigns, without recourse, to the Existing Lenders and/or outstanding Loans New Lenders, as applicable, and each New Lender and/or Existing Lender, as applicable, hereby purchases and assumes, without recourse, from each such Existing Lender, effective as of the First Amendment Effective Date, such interests in such Existing Lender’s rights and obligations under the Existing Credit Agreement prior (including, without limitation, the Revolving Commitments of such Existing Lender on the First Amendment Effective Date and the Credit Party Obligations owing to such Existing Lender that are outstanding on the First Amendment Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Commitments and Credit Party Obligations effected by the amendment to Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.5 hereof. From and after the First Amendment Effective Date (each, a “i) each of the 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 Lenders shall be deemed a party 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 bound by the Issuing Lender and discharge when due as provided in provisions of the Credit Agreement, its Pro Rata Share as amended hereby, and, to the extent of the interests assigned hereby, have the rights and obligations arising under such Letters of Credit. Each New a Lender shall be deemed to have purchased, without recourse, a risk participation from the Swingline Lender in all Swingline Loans made by it thereunder and under the other Credit Agreement Documents and (ii) each Existing Lender shall, to the obligations arising thereunder in an amount equal to its Pro Rata Share extent of the interests assigned hereby, relinquish its rights (other than indemnification rights pursuant to Section 11.5 of the Existing Credit Agreement) and be released from its 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) as amended hereby. Each New Existing Lender (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (1ii) it has full power makes no representation or warranty and authorityassumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; and has taken all action necessary, (iii) makes no representation or warranty and assumes no responsibility with respect to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Agreement, Documents or any other instrument or document furnished pursuant thereto. Each New Lender (2i) 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) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof 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 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 the Credit Agreement, duly completed and executed by such New Lender (including, but not limited to, completion, execution and delivery of applicable Internal Revenue Service tax withholding exemption forms)Amendment; and (ii) agrees that it will (1) will, independently and without reliance on 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 Loan Documents Credit Agreement, as amended hereby; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, as amended hereby, as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (2iv) agrees that it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Documents Credit Agreement, as amended hereby, are required to be performed by it as a Lender.
; and (cv) Each that is not a United States person shall have provided all forms required under Section 3.11 of the Loan Parties, the Lenders (including the New Lenders) and the Administrative Agent agrees that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Existing Credit Agreement, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
Appears in 1 contract
Lender Joinder. Upon execution of this Eighth Amendment, each Lender identified on Schedule 1.3 hereto (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, each a “New Lender”) hereby agrees to provide shall be a Revolving Commitment and a Term Loan Commitment party to the Borrower in Credit Agreement and have all of the respective amounts set forth on Schedule 1.1(b) attached heretorights and obligations of a Lender thereunder and under the other Loan Documents. 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 (ia) represents and warrants that (1) it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver enter into this Eighth Amendment and to consummate this Eighth Amendment is the transactions contemplated hereby legal, valid and to become a Lender under the Credit Agreementbinding obligation of such New Lender, enforceable against it in accordance with its terms; (2b) 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) confirms that it has received a copy of the Credit Agreement, together with copies this Eighth Amendment and all of the most recent financial statements delivered pursuant to Section 5.1 thereof 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 Amendment andEighth Amendment; (c) agrees that it will, based on such information, has made such analysis and decision independently and without reliance on upon 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 the Credit Agreement, duly completed and executed by such New Lender (including, but not limited to, completion, execution and delivery of applicable Internal Revenue Service tax withholding exemption forms); and (ii) agrees that it will (1) independently and without reliance on 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 (2d) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with their its terms all of the obligations which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender.
(c) . The Commitment of each New Lender after giving effect to this Eighth Amendment shall be as set forth on Annex B to this Eighth Amendment. Each of the Loan Parties, the Lenders (including the New Lenders) and the Administrative Agent Parties agrees that, as of the First Eighth Amendment Effective Date, each New Lender shall (ia) be a party to the Credit AgreementAgreement and the other Loan Documents (as applicable), (iib) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents Documents, and (iiic) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
Appears in 1 contract
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 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 the Credit Agreement, duly completed and executed by such New Lender (including, but not limited to, completion, execution and delivery of applicable Internal Revenue Service tax withholding exemption forms); and (ii) agrees that it will (1) independently and without reliance on 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 Loan Documents and (2) 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) Each of the Loan Parties, the Lenders (including the New Lenders) and the Administrative Agent agrees that, as of the First Amendment Effective Date, by execution of this Amendment, each Person identified on the signature pages hereto as an New Lender shall (iindividually a “New Lender” and collectively, the “New Lenders”) 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, Agreement (iias amended hereby) be and a “Lender” for all purposes of the Existing Credit Agreement (as amended hereby), and the other Loan Documents and (iii) 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). From and after the First Amendment Effective Date, by execution of this Amendment by the parties hereto, (a) all of the Administrative Agent’s and the Lenders’ commitments (if any) to extend further credit to Orchard Ridge Nursing Center LLC and Oakhurst Manor Nursing Center LLC (individually, a “Released Borrower” and collectively, the “Released Borrowers”) under the Credit Documents shall automatically terminate; (b) subject only to clause (c) below, each of the Released Borrowers shall be automatically released as a “Borrower” for all purposes of and under the Credit Agreement and the other Loan Credit Documents and all liens, encumbrances, security interests and pledges securing the respective Obligations under the Credit Agreement and such other Credit Documents of the Released Borrowers shall be automatically released; (c) each Released Borrower shall be automatically released and discharged from all Obligations, claims and demands under the Credit Documents, except for (i) obligations and liabilities for fees and expenses and indemnification obligations and liabilities owing to the Administrative Agent or any Lender that pursuant to the express terms of the Credit Documents survive the termination of the Credit Documents and (ii) the obligation of such Released Borrower under Section 6.14(b) of the Credit Agreement to become a “Subsidiary Guarantor” and as required by Subpart 5.4 hereof; (d) each Released Borrower (or their designee) shall be authorized to file such Uniform Commercial Code termination statements and release documents with the appropriate filing offices, in each case, as are reasonably necessary to release the Administrative Agent’s security interests with respect to the collateral granted by such Released Borrower pursuant to the Credit Documents; provided, however, that any and all such Uniform Commercial Code termination statements shall be prepared and recorded at the Borrowers’ expense; and (e) the Administrative Agent shall cause to be delivered to the Parent Borrower, such other release satisfaction and/or termination documents, if any, reasonably requested by the Parent Borrower to evidence the termination and release of the liens, encumbrances, mortgages, deeds of trust, subordination non-disturbance and attornment agreements, security interests and pledges, made or given by the Released Borrowers securing the Obligations of each such Released Borrower; provided, however, that any and all such terminations and releases shall be prepared and recorded at the Borrowers’ expense.
Appears in 1 contract
