Common use of Lender Joinder Clause in Contracts

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 Documents and (c) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.

Lender Joinder. 5.1. Each of the Lenders identified on the signature pages undersigned that are signatory hereto as a “New Joining Lender” , by execution of this Amendment, hereby confirms and agrees that, with effect as of the Amendment No. 2 Effective Date, it shall be and become a party to the Credit Agreement and the other Loan Documents as a Lender thereunder, and shall have all of the rights and be obligated to perform all of the obligations of a Lender thereunder, and shall have the Revolving Credit Commitment set forth opposite such Joining Lender’s name in Schedule 2.01 to this Amendment (as such Revolving Credit Commitment may from time to time be reduced in accordance with the Credit Agreement). Each Joining Lender hereby (a) represents and warrants that it is either has full power and authority, and has taken all action necessary, to execute and delivery this Amendment and to become a commercial lender, other financial institution or other “accredited” investor (as defined in Rule 501(a) of Regulation D promulgated Lender 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 businessCredit Agreement; (b) confirms acknowledges that it has received a copy of the Credit Agreement, together with copies of Agreement and the financial statements referred to in Section 7.01 thereof other Loan Documents and the schedules and exhibits thereto and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Agreementbecome a party to the Credit Agreement and the other Loan Documents as a Lender thereunder; and (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit and legal 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 or based upon 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 any 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. 5.2Document or any related agreement or any document furnished thereunder. 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 Documents and (c) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.113967602_9

Lender Joinder. 5.1. Each The Funding Lender hereby acknowledges and agrees that on the date hereof, it shall become a Lender under the Loan Agreement and that it will (i) be bound by the terms of the Lenders identified on Loan Agreement as fully and to the signature pages hereto same extent as if the undersigned were an original Lender under the Loan Agreement, (ii) 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 “New Lender” Lender and (iii) agrees to execute and deliver such other instruments, and take such other actions, as the other Lenders or any Loan Party may reasonably request in connection with the transactions contemplated by this Amendemnt. The Funding Lender (a) represents and warrants that (i) it is either 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 commercial lender, other financial institution or other “accredited” investor (as defined in Rule 501(a) of Regulation D promulgated Lender under the Securities Act Loan Agreement, (ii) from and after the date hereof, it shall be bound by the provisions of 1933the Loan Agreement and shall have the obligations of a Lender thereunder, as amendedand (iii) 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 Loan Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreementletter agreement and to advance the Incremental Term Loan and any other Loan under the Loan Agreement from time to time on the basis of which it has made such analysis and decision; and (cb) agrees that it will, independently and without reliance upon the Administrative Agent or on any other Lender Lender, and based on such documents and information as it shall deem appropriate at the that time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints Loan Documents. From 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 after the date hereof, such by execution of this Amendment, the Funding Lender shall (i) and other Lenders hereby acknowledge, agree and confirm that the Funding lender will be deemed to be a party to the Credit Loan Agreement and the other Loan Documents to which Lenders are a party, (ii) be a “Lender” for all purposes of the Credit Loan 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 Documents and (c) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.

Lender Joinder. 5.1. Each of the Lenders identified on the signature pages undersigned that are signatory hereto as a “New Joining Lender” , by execution of this Amendment, hereby confirms and agrees that, with effect as of the date hereof, it shall be and become a party to the Credit Agreement and the other Loan Documents as a Lender thereunder, and shall have all of the rights and be obligated to perform all of the obligations of a Lender thereunder, and shall have the USD Commitment set forth opposite such Joining Lender’s name in Schedule 1(a) to this Amendment (as such Commitment may from time to time be reduced in accordance with the Credit Agreement). Each Joining Lender hereby (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 acknowledges that it has received a copy of the Credit Agreement, together with copies of Agreement and the financial statements referred to in Section 7.01 thereof other Loan Documents and the schedules and exhibits thereto and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Agreementbecome a party to the Credit Agreement and the other Loan Documents as a Lender thereunder; and (cb) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit and legal 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 or based upon 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 any 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 hereofDocument or any related agreement or any document furnished thereunder. 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 Documents and (c) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.

Lender Joinder. 5.1. Each of the Lenders identified on the signature pages The Joining Lender signatory hereto as a “New Joining Lender” , by execution of this Amendment, hereby confirms and agrees that, with effect as of the Amendment Effective Date, it shall be and become a party to the Credit Agreement and the other Loan Documents as a Lender thereunder, and shall have all of the rights and be obligated to perform all of the obligations of a Lender thereunder, and shall have the Commitment set forth opposite such Joining Lender’s name in Schedule 1.1(B) of the Credit Agreement (as included in Annex B to this Amendment). The Joining Lender hereby (a) represents and warrants that it is either has full power and authority, and has taken all action necessary, to execute and delivery this Amendment and to become a commercial lender, other financial institution or other “accredited” investor (as defined in Rule 501(a) of Regulation D promulgated Lender 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 businessCredit Agreement; (b) confirms acknowledges that it has received a copy of the Credit Agreement, together with copies of Agreement and the financial statements referred to in Section 7.01 thereof other Loan Documents and the schedules and exhibits thereto and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Agreementbecome a party to the Credit Agreement and the other Loan Documents as a Lender thereunder; and (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit and legal 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 or based upon 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 any 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 hereofDocument or any related agreement or any document furnished thereunder. 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 Documents and (c) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.