New Lender Joinder. (a) Each Person that signs this Amendment as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender”) (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment, (F) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, 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 (B) it will 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. (b) Each of the Administrative Agent and the Borrower agree that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement (and, as applicable, the other Loan Documents), (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. (c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 4 contracts
Samples: Credit Agreement (Newmark Group, Inc.), Credit Agreement (Newmark Group, Inc.), Credit Agreement (Newmark Group, Inc.)
New Lender Joinder. (a) Each By its execution of this Amendment, each Person that signs executing this Amendment as a Lender and “New Lender” that was not a Lender “Lender” (as defined in the Existing Credit Agreement) immediately prior to the Third Amendment Effective Date (each such Lender, a “New Lender”) hereby acknowledges, agrees and confirms that, on and after the Third Amendment Effective Date:
(a) it will be deemed to be a party to the Credit Agreement prior to the effectiveness of this Amendment (each as a “New Lender”)
(i) represents and warrants that (A) it has full power and authority, and has taken ” for 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, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions purposes of the Credit Agreement as a Lender thereunder and the other Loan Documents, and shall have all of the obligations of of, and shall be entitled to the benefits of, a Lender, an Initial Revolving Lender thereunderor a Term F Lender, as applicable, under the Credit Agreement as if it had executed the Credit Agreement;
(Db) it is sophisticated with respect to decisions to acquire assets will be bound by all of the type represented by terms, provisions and conditions contained in the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, other Loan Documents;
(Ec) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof6.1 or Section 6.2 of the Existing Credit Agreement, as applicable, and such other documents and information as it deems appropriate appropriate, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this AmendmentAmendment and to become a Lender, an Initial Revolving Lender or a Term F Lender under the Credit Agreement;
(Fd) it haswill, independently and without reliance upon the Administrative Agent or Agent, the Lead Arrangers, any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder;
(Be) it will 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., an Initial Revolving Lender or a Term F Lender, as applicable;
(bf) Each of the Administrative Agent it will provide any additional documentation (including, without limitation, any Assignment and the Borrower agree thatAssumption Agreement to be executed in connection with this Amendment) to evidence its status as a Lender, an Initial Revolving Lender or a Term F Lender, as applicable, as of the First Third Amendment Effective DateDate or as required to be delivered by it pursuant to the terms of the Credit Agreement; and
(g) in connection with the transactions contemplated by this Amendment, each New Lender shall (i) there shall be a party an automatic adjustment to the Credit Agreement (and, as applicable, Initial Revolving Loan Commitment Ratios in respect of the other Initial Revolving Loan Documents)Commitment of each existing Lender with an Initial Revolving Loan Commitment to reflect the Initial Revolving Loan Commitments set forth on Annex C, (ii) the Administrative Agent shall reallocate the Initial Revolving Loans and other participation interests in Letter of Credit Obligations and Swingline Loans in accordance with the updated Initial Revolving Loan Commitment Ratios as of the Third Amendment Effective Date (and the Initial Revolving Lenders shall fund Initial Revolving Loans on the Third Amendment Effective Date and make such adjustments necessary to effect such reallocation), and (iii) the Borrower agrees to pay any amount required to be a “Lender” for all purposes paid pursuant to Section 2.9 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 Documentsin connection with any such reallocation.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
New Lender Joinder. By its execution of this Agreement, each New Lender hereby acknowledges, agrees and confirms that, on and after the Second Amendment Effective Date (a) Each Person that signs this Amendment as it will be deemed to be a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each as a “New Lender”)
(i) represents , a “Revolving Lender” and warrants that (A) it has full power and authoritya “Term Loan Lender”, and has taken as applicable, for 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, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions purposes of the Credit Agreement as a Lender thereunder and the other Loan Documents, and shall have all of the obligations of of, and shall be entitled to the benefits of, a Lender, a Revolving Lender thereunderand a Term Loan Lender, as applicable, under the Credit Agreement as if it had executed the Credit Agreement; (Db) it is sophisticated with respect to decisions to acquire assets will be bound by all of the type represented by terms, provisions and conditions contained in the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, other Loan Documents; (Ec) it has received a copy of the Credit AgreementLoan Documents, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, 5.01(i) of the Existing Credit Agreement and such other documents and information as it deems appropriate appropriate, independently and without reliance upon the Administrative Agent, Xxxxx Fargo Securities, LLC, X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Lead Arrangers”), any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this AmendmentAgreement and to become a Lender, a Revolving Lender and a Term Loan Lender, as applicable, under the Credit Agreement; (Fd) it haswill, independently and without reliance upon the Administrative Agent or Agent, the Lead Arrangers, any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder; (Be) it will 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.
, a Revolving Lender and a Term Loan Lender, as applicable; (bf) Each it will provide any additional documentation to evidence its status as a Lender as of the Second Amendment Effective Date or as required to be delivered by it pursuant to the terms of the Credit Agreement; and (g) the Administrative Agent and may file this Agreement in the Borrower agree that, as of the First Amendment Effective Date, each New Lender shall (iRegister under Section 9.02(d) be a party to the Credit Agreement (and, as applicable, the other Loan Documents), (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 DocumentsAgreement.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
New Lender Joinder. By its execution of this Amendment, each New Lender hereby acknowledges, agrees and confirms that, on and after the Second Amendment Effective Date:
(a) Each Person that signs this Amendment as it will be deemed to be a Lender and that was not a Lender party to the Credit Agreement prior as a “Lender”, for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the obligations of, and shall be entitled to the effectiveness of this Amendment (each a “New Lender”)
(i) represents and warrants that (A) it has full power and authoritybenefits of, 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, (B) Agreement as if it meets the requirements to be an Eligible Assignee under had executed the Credit Agreement, ;
(Cb) from and after the First Amendment Effective Date, it shall will be bound by the provisions all of the Credit Agreement as a Lender thereunder terms, provisions and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by conditions contained in the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, other Loan Documents;
(Ec) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, thereof and such other documents and information as it deems appropriate to make its own credit analysis appropriate, and decision to enter into this Amendment, (F) it has, independently and without reliance upon the Administrative Agent or Agent, any other Lender and based on such documents and information as it has deemed appropriateor any of their respective Affiliates, made its own credit analysis and decision to enter into this Amendment, (G) if it is Amendment and to become a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of Lender under the Credit Agreement, and ;
(H) it is not a Disqualified Institution; and (ii) agrees that (Ad) it will, independently and without reliance on upon the Administrative Agent Agent, any other Lender or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder;
(Be) it is an Eligible Assignee;
(f) it will 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.;
(bg) Each of it hereby appoints and authorizes the Administrative Agent and the Borrower agree that, to exercise such powers as of the First Amendment Effective Date, each New Lender shall (i) be a party are delegated to the Credit Agreement (and, as applicable, the other Loan Documents), (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 it under the Credit Agreement and by the other Loan Documents.; and
(ch) The address of each New Lender for purposes of all notices and other communications is as set forth on it will provide any additional documentation requested by the Administrative Questionnaire Agent to evidence its status as a Lender as of the Second Amendment Effective Date or as required to be delivered by such New Lender it pursuant to the Administrative Agentterms of the Credit Agreement.
Appears in 1 contract
Samples: Syndicated Facility Agreement and Unconditional Guaranty (Resmed Inc)
New Lender Joinder. (a) Each Person that signs this Amendment Agreement as a Lender and that was not a Lender party to the Existing Credit Agreement immediately prior to the effectiveness of this Amendment Agreement (each a “New Lender”)
(i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (B) it meets the all requirements to be of an Eligible Assignee under the Amended Credit Agreement (subject to receipt of such consents as may be required under the Amended Credit Agreement), (C) from and after the First Amendment Effective Datedate hereof, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) it has received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 7.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this AmendmentAgreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Arrangers or any other Lender, (E) the Loan Documents set forth the terms of a commercial lending facility, (F) it hasis engaged in making, independently acquiring or holding commercial loans in the ordinary course and without reliance upon is entering into this Agreement, the Administrative Agent Amended Credit Agreement and the other Loan Documents as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth in the Amended Credit Agreement as may be applicable thereto, and not for the purpose of purchasing, acquiring or holding any other Lender type of financial instrument, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, and (H) it is not a Disqualified InstitutionAgreement has been delivered to the Administrative Agent; and (ii) agrees that (A) it will, 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 (B) it will 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, and (C) it will not assert a claim in contravention of Sections 2(a)(i)(E) and 2(a)(i)(F); and (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto.
(b) Each of the Administrative Agent and the Borrower agree Borrowers agrees that, as of upon the First Thirteenth Amendment Effective Date, each New Lender shall (i) be a party to the Amended Credit Agreement (and, as applicable, and the other Loan Documents), (ii) be a “Lender” for all purposes of the Amended Credit Agreement and the other Loan Documents and (iii) be subject to and bound by the terms of the Amended Credit Agreement and the Loan Documents and have the rights and obligations of a Lender under the Amended Credit Agreement and the other Loan Documents.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
Samples: Thirteenth Amendment to Fourth Amended and Restated Credit Agreement (Quanta Services, Inc.)
New Lender Joinder. (a) Each By its execution of this Amendment, each Person that signs executing this Amendment as a Lender and “New Lender” that was not a Lender “Lender” (as defined in the Existing Credit Agreement) immediately prior to the Second Amendment Effective Date hereby acknowledges, agrees and confirms that, on and after the Second Amendment Effective Date:
(a) it will be deemed to be a party to the Credit Agreement prior as a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the obligations of, and shall be entitled to the effectiveness benefits of this Amendment (each a “New Lender”)
(i) represents Lender and warrants that (A) 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 an Initial Revolving-B Lender under the Credit Agreement, (B) Agreement as if it meets the requirements to be an Eligible Assignee under had executed the Credit Agreement, ;
(Cb) from and after the First Amendment Effective Date, it shall will be bound by the provisions all of the Credit Agreement as a Lender thereunder terms, provisions and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by conditions contained in the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, other Loan Documents;
(Ec) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof6.1 or Section 6.2 of the Existing Credit Agreement, as applicable, and such other documents and information as it deems appropriate appropriate, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this Amendment, Amendment and to become a Lender and an Initial Revolving-B Lender under the Credit Agreement;
(Fd) it haswill, independently and without reliance upon the Administrative Agent or Agent, the Lead Arrangers, any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder;
(Be) it will 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 and an Initial Revolving-B Lender.;
(bf) Each of the Administrative Agent it will provide any additional documentation (including, without limitation, any Assignment and the Borrower agree that, Assumption Agreement to be executed in connection with this Amendment) to evidence its status as a Lender and an Initial Revolving-B Lender as of the First Second Amendment Effective DateDate or as required to be delivered by it pursuant to the terms of the Credit Agreement; and
(g) in connection with the transactions contemplated by this Amendment, each New Lender shall (i) there shall be a party an automatic adjustment to the Credit Agreement (and, as applicable, Initial Revolving Loan Commitment Ratios in respect of the other Initial Revolving Loan Documents)Commitment of each existing Lender with an Initial Revolving Loan Commitment to reflect the Initial Revolving Loan Commitments set forth on Annex C, (ii) the Administrative Agent shall reallocate the Initial Revolving Loans and other participation interests in Letter of Credit Obligations and Swingline Loans in accordance with the updated Initial Revolving Loan Commitment Ratios as of the Second Amendment Effective Date (and the Initial Revolving Lenders shall fund Initial Revolving Loans on the Second Amendment Effective Date and make such adjustments necessary to effect such reallocation), (iii) each existing Lender with an Initial Revolving Loan Commitment immediately prior to the Second Amendment Effective Date that does not execute this Amendment or has an Initial Revolving Loan Commitment on Annex C that is less than its Initial Revolving Loan Commitment immediately prior to this Amendment shall receive a payment for any Initial Revolving Loans and each of the Lenders party hereto consents to such payment notwithstanding anything to the contrary in the Loan Documents and (iv) the Borrower agrees to pay any amount required to be a “Lender” for all purposes paid pursuant to Section 2.9 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 Documentsin connection with any such reallocation.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
New Lender Joinder. (a) Effective as of the date hereof, each New Lender, by its execution of this Amendment, hereby acknowledges and confirms, separately and not jointly, its respective Commitment and its obligation, from and after the date hereof, to, among other things, make Advances to Borrower from time to time pursuant to the Credit Agreement. Each Person that signs New Lender hereby acknowledges, agrees and confirms that, by its execution of this Amendment as a Amendment, the New Lender will, from and that was not a Lender after the date hereof, be party to the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender”)
(i) represents and warrants that (A) it has full power and authorityany other applicable Facility Documents, 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, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall any other applicable Facility Documents and, in each case, have the rights and obligations of of, and perform in accordance with their terms all obligations required of, a Lender thereunder.
(b) Each New Lender hereby irrevocably appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under the Facility Documents as are delegated to the Agent, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either itterms thereof, or the Person exercising discretion in making its decision to acquire together with such assets, is experienced in acquiring assets of such type, powers as are reasonably incidental thereto.
(Ec) Each New Lender confirms it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (F) it has, Amendment and shall continue to make its own credit decisions in taking or not taking any action under any Facility Document independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, 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 .
(d) On the First Amendment Closing Date the Lenders shall assign and purchase Revolving Loans amongst themselves to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms extent necessary so that all of the obligations which by Lenders participate in each outstanding borrowing of Revolving Loans pro rata on the terms basis of their respective Commitments (immediately after giving effect to each of the Loan Documents are required to be performed transactions contemplated by this Amendment); it as a Lender.
(b) Each of being understood and agreed that that any minimum borrowing, pro rata borrowing and pro rata payment requirements set forth in the Administrative Agent and the Borrower agree that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement (and, as applicable, the other Loan Documents), (ii) be a “Lender” for all purposes of the Existing 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.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender shall not apply to the Administrative Agenttransactions consummated pursuant to this Section 7(d).
Appears in 1 contract
Samples: Credit and Security Agreement (Saratoga Investment Corp.)
New Lender Joinder. Agent, Borrower, Servicer, the Lenders, New Lender, and Trustee hereby agree as follows:
(a) Each Person that signs this Amendment as a Lender and that was not a Lender party to Upon the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender”)
(i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Fourth Amendment Effective Date, it New Lender hereby becomes a party to, and agrees to be bound by, the terms and conditions of the Loan Agreement, as a Lender.
(b) Upon the Fourth Amendment Effective Date, New Lender’s Commitment is $30,000,000.
(c) This Joinder shall be bound by the provisions deemed to be a part of the Credit Loan Agreement.
(d) On the Fourth Amendment Effective Date, the Advances owing to the Lenders under the Loan Agreement shall automatically, and without any action on the part of any Person, continue as a Advances under the Loan Agreement, as amended and supplemented by this Amendment; provided, that New Lender thereunder shall transmit to Agent such funds and the Agent shall have transmit to each other Lender such funds, and the obligations of a Lenders shall, through the Agent, make such adjustments among themselves as shall be necessary so that after giving effect to such transfers and adjustments, the Lenders shall hold the Advances hereunder ratably in accordance with their respective Commitments. New Lender thereunder, (D) it is sophisticated with respect hereby agrees to decisions give effect to acquire assets the instructions of the type represented by Agent to give effect to the Credit Agreement adjustments described herein.
(e) By executing and either itdelivering this Joinder, or New Lender confirms to and agrees with Trustee, Agent, the Person exercising discretion in making its decision to acquire such assetsLenders, is experienced in acquiring assets of such typeBorrower, and Servicer, as follows:
(E1) it New Lender has received a copy of the Credit Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and together with such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (F2) it hasNew Lender will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it New Lender shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsAgreement, (3) New Lender appoints and authorizes Agent to take such actions and to exercise such powers under the Loan Agreement as are delegated to Agent, by the terms thereof, together with such powers as are reasonably incidental thereto, and (B4) New Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Agreement are required to be performed by it as a Lender.
(b) Each of the Administrative Agent and the Borrower agree that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement (and, as applicable, the other Loan Documents), (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.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (NewStar Financial, Inc.)
New Lender Joinder. (a) Each Person that signs this Amendment Agreement as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment Agreement (each a “New Lender”)
(i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (B) it meets the all requirements to be of an Eligible Assignee under the Amended Credit Agreement (subject to receipt of such consents as may be required under the Amended Credit Agreement), (C) from and after the First Amendment Effective Datedate hereof, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) it has received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 7.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this AmendmentAgreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Arrangers or any other Lender, (E) the Loan Documents set forth the terms of a commercial lending facility, (F) it hasis engaged in making, independently acquiring or holding commercial loans in the ordinary course and without reliance upon is entering into the Administrative Agent this Agreement, the Amended Credit Agreement and the other Loan Documents as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth in the Amended Credit Agreement as may be applicable thereto, and not for the purpose of purchasing, acquiring or holding any other Lender type of financial instrument, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, and (H) it is not a Disqualified InstitutionAgreement has been delivered to the Administrative Agent; and (ii) agrees that (A) it will, 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 (B) it will 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, and (C) it will not assert a claim in contravention of Sections 2(a)(i)(E) and 2(a)(i)(F); and (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto.
(b) Each of the Administrative Agent and the Borrower agree Borrowers agrees that, as of upon the First Sixth Amendment Effective Date, each New Lender shall (i) be a party to the Amended Credit Agreement (and, as applicable, and the other Loan Documents), (ii) be a “Lender” for all purposes of the Amended Credit Agreement and the other Loan Documents and (iii) be subject to and bound by the terms of the Amended Credit Agreement and the Loan Documents and have the rights and obligations of a Lender under the Amended Credit Agreement and the other Loan Documents.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
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New Lender Joinder. (a) Each Person that signs Upon execution of this Amendment as Amendment, the New Lender shall be a Lender and that was not a Lender party to the Credit Agreement prior to (as amended by this Amendment) and have all of the effectiveness rights and obligations of this Amendment a Lender thereunder and under the other Loan Documents. The New Lender (each a “New Lender”)
(ia) represents and warrants that (A) it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver enter into this Amendment and to consummate this Amendment is the transactions contemplated hereby legal, valid and to become a Lender under the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions binding obligation of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunderNew Lender, enforceable against it in accordance with its terms; (Db) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) confirms that it has received a copy of the Credit Agreement, this Amendment and has received or has been accorded all of the opportunity to receive Annexes, Exhibits and Schedules thereto, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof7.01 of the Credit Agreement, as applicableif any, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, ; (Fc) agrees that it haswill, independently and without reliance upon the Administrative Agent Existing Lenders or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, 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 (as amended by this Amendment), the other Loan Documents, Documents or any other instrument or document furnished pursuant hereto or thereto; and (Bd) agrees that it will be bound by the provisions of the Credit Agreement (as amended by this Amendment) and will perform in accordance with their its terms all of the obligations which by the terms of the Loan Documents Credit Agreement (as amended by this Amendment) are required to be performed by it as a Lender.
(b) Each . The Commitments of the Administrative Agent and the Borrower agree that, as of the First Amendment Effective Date, each New Lender after giving effect to this Amendment shall (i) be a party to the Credit Agreement (and, as applicable, the other Loan Documents), (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.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative AgentAnnex A attached hereto.
Appears in 1 contract
New Lender Joinder. (ai) Each Person that signs this Amendment financial institution identified on the signature pages hereto as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender” (collectively, the “New Lenders”)
(i) represents severally agrees that its respective Revolving Credit Commitment and warrants that (A) Initial Term Loan as of the Second Amendment Effective Date shall be as set forth opposite such financial institution’s name on Annex B and Annex C, respectively, hereto and it has full power will be deemed to be a party to the Amended Credit Agreement as a “Lender” for all purposes of the Amended Credit Agreement and authoritythe other Credit Documents, and has taken shall have all action necessaryof the obligations of, and shall be entitled to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become benefits of, a Lender under the Amended Credit Agreement.
(ii) By its execution of this Amendment, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreementeach New Lender hereby acknowledges, (C) from agrees and confirms that, on and after the First Second Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, :
(D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (EA) it has received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, Agreement and such other documents and information as it deems appropriate appropriate, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this Amendment, Amendment and to become a Lender under the Amended Credit Agreement and the other Credit Documents;
(FB) it haswill, independently and without reliance upon the Administrative Agent or Agent, the Lead Arrangers, any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Loan DocumentsAmended Credit Agreement, and any other Credit Document or any related agreement or any document furnished hereunder or thereunder;
(BC) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.;
(bD) Each it will provide any additional documentation (including, without limitation, any Assignment Agreement to be executed in connection with this Amendment) to evidence its status as a Lender as of the Second Amendment Effective Date or as required to be delivered by it pursuant to the terms of the Amended Credit Agreement; and
(E) (i) (A) it is an Eligible Assignee and (B) it is not a Disqualified Lender, it being acknowledged by the Credit Parties, the Lenders and the other Secured Parties that the Administrative Agent will be entitled to rely on such representations and warranties set forth in this clause (i) without any diligence in respect to the accuracy of such representations and warranties and any breach of such representations and warranties by such Lender will not give rise to any liability on the part of the Administrative Agent Agent; and the Borrower agree that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement (and, as applicable, the other Loan Documents), (ii) be a “Lender” for all purposes it has experience and expertise in the making of or investing in commitments or loans such as the Credit Agreement and applicable Commitments or Loans, as the other Loan Documents and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documentscase may be.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
New Lender Joinder. By its execution of this Agreement, the New Lender hereby acknowledges, agrees and confirms that, on and after the Agreement Effective Date (defined below):
(a) Each Person that signs this Amendment as it shall be deemed to be a Lender and that was not a Lender party to the Credit Agreement prior as a “Lender”, and a “Committed (USD/MC) Lender”, as applicable, for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the obligations of, and shall be entitled to the effectiveness of this Amendment (each a “New Lender”)
(i) represents and warrants that (A) it has full power and authoritybenefits of, 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 a Committed (USD/MC) Lender, as applicable, under the Credit Agreement, (B) Agreement and the other Loan Documents as if it meets the requirements to be an Eligible Assignee under had executed the Credit Agreement, (C) from and after the First Amendment Effective Date, ; it shall be bound by the provisions all of the Credit Agreement as a Lender thereunder terms, provisions and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by conditions contained in the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, other Loan Documents;
(Eb) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment, (F) it has, independently and without reliance upon the Administrative Agent or Agent, any Arranger, any other Lender and based on such documents and information as it has deemed appropriateor any of their respective Affiliates, made its own credit analysis and decision to enter into this Amendment, Agreement and to become a Lender and a Committed (GUSD/MC) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of as applicable, under the Credit Agreement, and ;
(H) it is not a Disqualified Institution; and (ii) agrees that (Ac) it will, independently and without reliance on upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder;
(Bd) it will shall 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 or a Committed (USD/MC) Lender., as applicable;
(be) Each of the Administrative Agent it shall provide any additional documentation to evidence its status as a Lender and the Borrower agree thata Committed (USD/MC) Lender, as applicable, as of the First Amendment Agreement Effective Date, each New Lender shall (i) Date or as required to be a party delivered by it pursuant to the Credit Agreement (and, as applicable, the other Loan Documents), (ii) be a “Lender” for all purposes terms of the Credit Agreement; and
(f) the Administrative Agent may file this Agreement and in the other Loan Documents and (iiiRegister under Section 10.06(c) have the rights and obligations of a Lender under the Credit Agreement and the other Loan DocumentsAgreement.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
Samples: Revolving Credit Increase and Joinder Agreement (Watsco Inc)
New Lender Joinder. By its execution of this Amendment, the New Lender hereby acknowledges, agrees and confirms that, on and after the Third Amendment Effective Date: (a) Each Person that signs this Amendment as it will be deemed to be a Lender and that was not a Lender party to the Credit Agreement prior as a “Lender”, a “Revolving Credit Lender” and a “Term Loan Lender” for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the obligations of, and shall be entitled to the effectiveness of this Amendment (each benefits of, a “New Lender”)
(i) represents , a Revolving Credit Lender and warrants that (A) 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 Term Loan Lender under the Credit Agreement, (B) Agreement as if it meets the requirements to be an Eligible Assignee under had executed the Credit Agreement, ; (Cb) from and after the First Amendment Effective Date, it shall will be bound by the provisions all of the Credit Agreement as a Lender thereunder terms, provisions and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by conditions contained in the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, other Loan Documents; (Ec) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, 8.1 thereof and such other documents and information as it deems appropriate appropriate, independently and without reliance upon the Administrative Agent, the Arranger, any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this AmendmentAmendment and to become a Lender, a Revolving Credit Lender and a Term Loan Lender under the Credit Agreement; (Fd) it haswill, independently and without reliance upon the Administrative Agent or Agent, the Arranger, any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder; (Be) it will 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.
, a Revolving Credit Lender and a Term Loan Lender; and (bf) Each of the Administrative Agent it will provide any additional documentation (including, without limitation, any Assignment and the Borrower agree thatAssumption to be executed in connection with this Amendment) to evidence its status as a Lender, a Revolving Credit Lender and a Term Loan Lender as of the First Third Amendment Effective Date, each New Lender shall (i) Date or as required to be a party delivered by it pursuant to the Credit Agreement (and, as applicable, the other Loan Documents), (ii) be a “Lender” for all purposes terms 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 DocumentsAgreement.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Realpage Inc)
New Lender Joinder. (a) Each Person of SouthState Bank, N.A., First-Citizens Bank & Trust Company and Comerica Bank (collectively, the “New Lenders”) agrees that signs this as of the Third Amendment Effective Date (as defined below) it shall become, and shall be deemed to be, a Revolving Credit Lender and/or Term Lender, as applicable, under the Credit Agreement and each of the other Loan Documents and agrees that was not from the Third Amendment Effective Date and so long as such New Lender remains a Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender”)
(i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets such New Lender shall assume the requirements to be an Eligible Assignee obligations of a Revolving Credit Lender and/or Term Lender, as applicable, under the Credit Agreementand perform, (C) from comply with and after the First Amendment Effective Date, it shall be bound by each of the provisions of the Credit Agreement which apply to a Revolving Credit Lender and/or Term Lender, as a Lender thereunder applicable, and shall have be entitled to the obligations benefits, rights and remedies set forth therein and in each of a the other Loan Documents.
(b) Each New Lender thereunder, (D) it is sophisticated acknowledges and agrees that the Administrative Agent and each other Lender make no representation or warranty and assume no responsibility with respect to decisions to acquire assets of to: (i) any statements, warranties or representations made in or in connection with the type represented by Existing Credit Agreement, the Credit Agreement and either itor any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Existing Credit Agreement, the Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant thereto, or (ii) the Person exercising discretion in making financial condition of any Borrower or any other Loan Party or the performance or observance by any Borrower or any other Loan Party of any of its decision to acquire such assetsor their obligations under the Existing Credit Agreement, is experienced in acquiring assets the Credit Agreement or any of such type, the other Loan Documents or any other instrument or document furnished pursuant thereto.
(Ec) Each New Lender: (i) confirms that it has received a copy of the Existing Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 8.1 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this AmendmentAmendment and the Credit Agreement, (Fii) agrees that it haswill, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, 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 this Amendment or the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers under the Loan Documents, Documents as are delegated to the Administrative Agent by the terms thereof and (Biv) agrees that it will become a party to and be bound by the Credit Agreement on the Third Amendment Effective Date as if it were a Revolving Credit Lender and/or Term Lender, as applicable, thereunder and will have the rights and obligations of a Revolving Credit Lender and/or Term Lender, as applicable, thereunder and will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Revolving Credit Lender and/or Term Lender.
(b) Each of the Administrative Agent and the Borrower agree that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement (and, as applicable, the other Loan Documents), (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.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
New Lender Joinder. By its execution of this Amendment, the New Lender hereby acknowledges, agrees and confirms that, on and after the Second Amendment Effective Date:
(a) Each Person that signs this Amendment as it will be deemed to be a Lender and that was not a Lender party to the Credit Agreement prior as a “Lender”, for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the obligations of, and shall be entitled to the effectiveness of this Amendment (each a “New Lender”)
(i) represents and warrants that (A) it has full power and authoritybenefits of, 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, (B) Agreement as if it meets the requirements to be an Eligible Assignee under had executed the Credit Agreement, ;
(Cb) from and after the First Amendment Effective Date, it shall will be bound by the provisions all of the Credit Agreement as a Lender thereunder terms, provisions and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by conditions contained in the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, other Loan Documents;
(Ec) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, thereof and such other documents and information as it deems appropriate to make its own credit analysis appropriate, and decision to enter into this Amendment, (F) it has, independently and without reliance upon the Administrative Agent or Agent, any other Lender and based on such documents and information as it has deemed appropriateor any of their respective Affiliates, made its own credit analysis and decision to enter into this Amendment, (G) if it is Amendment and to become a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of Lender under the Credit Agreement, and ;
(H) it is not a Disqualified Institution; and (ii) agrees that (Ad) it will, independently and without reliance on upon the Administrative Agent Agent, any other Lender or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder;
(Be) it will 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.; and
(bf) Each of the Administrative Agent and the Borrower agree that, it will provide any additional documentation to evidence its status as a Lender as of the First Second Amendment Effective Date, each New Lender shall (i) Date or as required to be a party delivered by it pursuant to the Credit Agreement (and, as applicable, the other Loan Documents), (ii) be a “Lender” for all purposes terms 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 DocumentsAgreement.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Resmed Inc)
New Lender Joinder. (a) Each Person that signs this Amendment as a Lender and party hereto that was not a Lender party to the Existing Credit Agreement immediately prior to the effectiveness of this Third Amendment Effective Date (each each, a “New Lender”)
(i) represents acknowledges and warrants agrees that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate upon the transactions contemplated hereby and to become a Lender under occurrence of the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Third Amendment Effective Date, (i) it shall be bound by the provisions of under this Agreement and (ii) with respect to its Commitment and its Loans it shall be bound under the Credit Agreement as a Lender thereunder holding a Commitment and a Loan for all purposes of, the Credit Agreement and the other Loan Documents, and shall perform all the obligations of and shall have the obligations all rights of a Lender thereunder, .
(Db) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, Each New Lender (Ei) confirms that it has received a copy of the Credit AgreementAgreement and the other Loan Documents and the exhibits and schedules thereto, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant referred to Section 6.01 thereof, as applicable, therein and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this AmendmentAgreement, provide the Loans and perform its obligations under the Credit Agreement; (Fii) agrees that it haswill, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, 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; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan DocumentsDocuments as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (Biv) agrees that it will perform in accordance with their 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.
(b) Each of , in accordance with the Administrative Agent and the Borrower agree that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement (and, as applicable, the other Loan Documents), (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.
(c) The address of each New Lender for purposes of all notices and other communications is terms thereof as set forth on in the Administrative Questionnaire delivered by such New Lender to the Administrative AgentCredit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Blackbaud Inc)
New Lender Joinder. (a) Each Person that signs By its execution of this Amendment Amendment, each financial institution identified on the signature pages hereto as a New Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender” and collectively the “New Lenders”)
(i) represents hereby acknowledges, agrees and warrants that (A) it has full power and authorityconfirms that, 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, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from on and after the First Third Amendment Effective Date, :
(a) it shall will be bound by deemed to be a party to the provisions of the Amended Credit Agreement as a Lender thereunder “Lender” and a “Term Loan Lender” for all purposes of the Amended Credit Agreement and the other Loan Documents, and shall have all of the obligations of of, and shall be entitled to the benefits of, a Lender thereunder, and a Term Loan Lender under the Amended Credit Agreement as if it had executed the Amended Credit Agreement;
(Db) it is sophisticated with respect to decisions to acquire assets will be bound by all of the type represented by terms, provisions and conditions contained in the Amended Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, other Loan Documents;
(Ec) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, 6.1 thereof and such other documents and information as it deems appropriate appropriate, independently and without reliance upon the Administrative Agent, the Lead Arranger, any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this Amendment, Amendment and to become a Lender and a Term Loan Lender under the Amended Credit Agreement;
(Fd) it haswill, independently and without reliance upon the Administrative Agent or Agent, the Lead Arranger, any other Lender or any of their respective Affiliates and based on such documents and information as it has deemed shall from time to time deem appropriate, made continue to make its own credit analysis decisions in taking or not taking action under or based upon the Amended Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder; and
(e) it will provide any additional documentation to evidence its status as a Lender and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation Term Loan Lender as of the Third Amendment Effective Date or as required to be delivered by it pursuant to the terms of the Amended Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, 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 (B) it will 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.
(b) Each of the Administrative Agent and the Borrower agree that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement (and, as applicable, the other Loan Documents), (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.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Fair Isaac Corp)
New Lender Joinder. Agent, Borrower, Servicer, the Lenders, New Lender, and Trustee hereby agree as follows:
(a) Each Person that signs this Amendment as a Lender and that was not a Lender party to Upon the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender”)
(i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it New Lender hereby becomes a party to, and agrees to be bound by, the terms and conditions of the Loan Agreement, as a Lender.
(b) Upon the Amendment Effective Date, New Lender’s Commitment is $25,000,000.
(c) This Joinder shall be bound by the provisions deemed to be a part of the Credit Loan Agreement.
(d) On the Amendment Effective Date, the Advances owing to the Lenders under the Loan Agreement shall automatically, and without any action on the part of any Person, continue as a Advances under the Loan Agreement, as amended and supplemented by this Amendment; provided, that New Lender thereunder shall transmit to Agent such funds and the Agent shall have transmit to each other Lender such funds, and the obligations of a Lenders shall, through the Agent, make such adjustments among themselves as shall be necessary so that after giving effect to such transfers and adjustments, the Lenders shall hold the Advances hereunder ratably in accordance with their respective Commitments. New Lender thereunder, (D) it is sophisticated with respect hereby agrees to decisions give effect to acquire assets the instructions of the type represented by Agent to give effect to the Credit Agreement adjustments described herein.
(e) By executing and either itdelivering this Joinder, or New Lender confirms to and agrees with Trustee, Agent, the Person exercising discretion in making its decision to acquire such assetsLenders, is experienced in acquiring assets of such typeBorrower, and Servicer, as follows:
(E1) New Lender confirms that it has received a copy of the Credit Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and together with such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (F2) it hasNew Lender will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it New Lender shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsAgreement, (3) New Lender appoints and authorizes Agent to take such actions and to exercise such powers under the Loan Agreement as are delegated to Agent, by the terms thereof, together with such powers as are reasonably incidental thereto, and (B4) New Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Agreement are required to be performed by it as a Lender.
(b) Each of the Administrative Agent and the Borrower agree that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement (and, as applicable, the other Loan Documents), (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.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (NewStar Financial, Inc.)
New Lender Joinder. By its execution of this Agreement, each New Lender hereby acknowledges, agrees and confirms that, on and after the Restatement Effective Date:
(a) Each Person that signs this Amendment as it will be deemed to be a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender”)
(i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Restated Credit Agreement as a Lender thereunder “Lender” for all purposes of the Restated Credit Agreement and the other Loan Documents, and shall have all of the obligations of of, and shall be entitled to the benefits of, a Lender, a Lender thereunderholding an Initial Revolving Loan Commitment or a Lender committing to provide, or holding, Term C Loans, as applicable, under the Restated Credit Agreement as if it had executed the Restated Credit Agreement;
(Db) it is sophisticated with respect to decisions to acquire assets will be bound by all of the type represented by terms, provisions and conditions contained in the Restated Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, other Loan Documents;
(Ec) it has received a copy of the Restated Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof6.1 or Section 6.2 of the Existing Credit Agreement and Section 3 of this Agreement, as applicable, and such other documents and information as it deems appropriate appropriate, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this AmendmentAgreement and to become a Lender, a Lender holding an Initial Revolving Loan Commitment or a Lender committing to provide, or holding, Term C Loans, as applicable, under the Restated Credit Agreement;
(Fd) it haswill, independently and without reliance upon the Administrative Agent or Agent, the Lead Arrangers, any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Restated Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder;
(Be) it will 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., a Lender holding an Initial Revolving Loan Commitment or a Lender committing to provide, or holding, Term C Loans, as applicable; and
(bf) Each of the Administrative Agent it will provide any additional documentation (including, without limitation, any Assignment and the Borrower agree thatAssumption to be executed in connection with this Agreement) to evidence its status as a Lender, a Lender holding an Initial Revolving Loan Commitment or a Lender committing to provide, or holding, Term C Loans, as applicable, as of the First Amendment Restatement Effective Date, each New Lender shall (i) Date or as required to be a party delivered by it pursuant to the Credit Agreement (and, as applicable, the other Loan Documents), (ii) be a “Lender” for all purposes terms of the Restated 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 DocumentsAgreement.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
New Lender Joinder. (a) Each Person that signs this Amendment Agreement as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment Agreement (each a “New Lender”)
(i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (B) it meets the all requirements to be of an Eligible Assignee under the Amended Credit Agreement (subject to receipt of such consents as may be required under the Amended Credit Agreement), (C) from and after the First Amendment Effective Datedate hereof, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) it has received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 7.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this AmendmentAgreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Arrangers or any other Lender, (E) the Loan Documents set forth the terms of a commercial lending facility, (F) it hasis engaged in making, independently acquiring or holding commercial loans in the ordinary course and without reliance upon is entering into the Administrative Agent this Agreement, the Amended Credit Agreement and the other Loan Documents as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth in the Amended Credit Agreement as may be applicable thereto, and not for the purpose of purchasing, acquiring or holding any other Lender type of financial instrument, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, and (H) it is not a Disqualified InstitutionAgreement has been delivered to the Administrative Agent; and (ii) agrees that (A) it will, 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 (B) it will 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, and (C) it will not assert a claim in contravention of Sections 2(a)(i)(E) and 2(a)(i)(F); and (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto.
(b) Each of the Administrative Agent and the Borrower agree Borrowers agrees that, as of upon the First Ninth Amendment Effective Date, each New Lender shall (i) be a party to the Amended Credit Agreement (and, as applicable, and the other Loan Documents), (ii) be a “Lender” for all purposes of the Amended Credit Agreement and the other Loan Documents and (iii) be subject to and bound by the terms of the Amended Credit Agreement and the Loan Documents and have the rights and obligations of a Lender under the Amended Credit Agreement and the other Loan Documents.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
Samples: Fourth Amended and Restated Credit Agreement (Quanta Services, Inc.)
New Lender Joinder. By its execution of this Agreement, each New Lender hereby acknowledges, agrees and confirms that, on and after the Restatement Effective Date:
(a) Each Person that signs this Amendment as it will be deemed to be a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender”)
(i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Restated Credit Agreement as a Lender thereunder “Lender” for all purposes of the Restated Credit Agreement and the other Loan Documents, and shall have all of the obligations of of, and shall be entitled to the benefits of, a Lender, a Lender thereunderholding an Initial Revolving Loan Commitment or a Lender committing to provide, or holding, Term D Loans, as applicable, under the Restated Credit Agreement as if it had executed the Restated Credit Agreement;
(Db) it is sophisticated with respect to decisions to acquire assets will be bound by all of the type represented by terms, provisions and conditions contained in the Restated Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, other Loan Documents;
(Ec) it has received a copy of the Restated Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof6.1 or Section 6.2 of the Existing Credit Agreement and Section 3 of this Agreement, as applicable, and such other documents and information as it deems appropriate appropriate, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this AmendmentAgreement and to become a Lender, a Lender holding an Initial Revolving Loan Commitment or a Lender committing to provide, or holding, Term D Loans, as applicable, under the Restated Credit Agreement;
(Fd) it haswill, independently and without reliance upon the Administrative Agent or Agent, the Lead Arrangers, any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Restated Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder;
(Be) it will 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., a Lender holding an Initial Revolving Loan Commitment or a Lender committing to provide, or holding, Term D Loans, as applicable; and
(bf) Each of the Administrative Agent it will provide any additional documentation (including, without limitation, any Assignment and the Borrower agree thatAssumption to be executed in connection with this Agreement) to evidence its status as a Lender, a Lender holding an Initial Revolving Loan Commitment or a Lender committing to provide, or holding, Term D Loans, as applicable, as of the First Amendment Restatement Effective Date, each New Lender shall (i) Date or as required to be a party delivered by it pursuant to the Credit Agreement (and, as applicable, the other Loan Documents), (ii) be a “Lender” for all purposes terms of the Restated 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 DocumentsAgreement.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
New Lender Joinder. (a) Each Person that signs this Amendment as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness By its execution of this Amendment (Amendment, each a “New Lender”)
(i) represents Lender hereby acknowledges, agrees and warrants that (A) it has full power and authorityconfirms that, 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, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from on and after the First Amendment Effective Date, :
(a) it shall will be bound by the provisions of deemed to be a party to the Credit Agreement as a Lender thereunder and shall have the obligations “Lender” for all purposes of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either itthe other Loan Documents, or and shall have all of the Person exercising discretion obligations of, and shall be entitled to the benefits of, a Lender, a Lender holding an Initial Revolving Loan Commitment under the Credit Agreement as if it had executed the Credit Agreement;
(b) it will be bound by all of the terms, provisions and conditions contained in making its decision to acquire such assets, is experienced in acquiring assets of such type, the Credit Agreement and the other Loan Documents;
(Ec) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof6.1 or Section 6.2 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate appropriate, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this Amendment, Amendment and to become a Lender and a Lender holding an Initial Revolving Loan Commitment under the Credit Agreement;
(Fd) it haswill, independently and without reliance upon the Administrative Agent or Agent, the Lead Arrangers, any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder;
(Be) it will 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.Lender and a Lender holding an Initial Revolving Loan Commitment; and
(bf) Each of the Administrative Agent it will provide any additional documentation (including, without limitation, any Assignment and the Borrower agree that, Assumption Agreement to be executed in connection with this Amendment) to evidence its status as a Lender and a Lender holding an Initial Revolving Loan Commitment as of the First Amendment Effective Date, each New Lender shall (i) Date or as required to be a party delivered by it pursuant to the Credit Agreement (and, as applicable, the other Loan Documents), (ii) be a “Lender” for all purposes terms 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 DocumentsAgreement.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
New Lender Joinder. (a) Each Person that signs this Amendment as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness By its execution of this Amendment (Amendment, each a “New Lender”)
(i) represents Lender hereby acknowledges, agrees and warrants that (A) it has full power and authorityconfirms that, 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, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from on and after the First Amendment Effective Date, : (a) it shall will be bound by the provisions of deemed to be a party to the Credit Agreement as a Lender thereunder “Lender”, a “Revolving Credit Lender” and shall have the obligations a “Term Loan Lender” for all purposes of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either itthe other Loan Documents, or and shall have all of the Person exercising discretion obligations of, and shall be entitled to the benefits of, a Lender, a Revolving Credit Lender and a Term Loan Lender under the Credit Agreement as if it had executed the Credit Agreement; (b) it will be bound by all of the terms, provisions and conditions contained in making its decision to acquire such assets, is experienced in acquiring assets of such type, the Credit Agreement and the other Loan Documents; (Ec) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, 8.1 thereof and such other documents and information as it deems appropriate appropriate, independently and without reliance upon the Administrative Agent, the Arranger, any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this AmendmentAmendment and to become a Lender, a Revolving Credit Lender and a Term Loan Lender under the Credit Agreement; (Fd) it haswill, independently and without reliance upon the Administrative Agent or Agent, the Arranger, any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder; (Be) it will 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.
(b) Each of the Administrative Agent , a Revolving Credit Lender and the Borrower agree that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement (and, as applicable, the other Term Loan Documents), (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents ; and (iiif) have the rights it will provide any additional documentation (including, without limitation, any Assignment and obligations of a Lender under the Credit Agreement and the other Loan Documents.
(cAssumption to be executed in connection with this Amendment) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.evidence its status as
Appears in 1 contract
Samples: Credit Agreement (Realpage Inc)
New Lender Joinder. Each New Lender (a) Each Person that signs this Amendment as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender”)
(i) represents and warrants that (Ai) 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, (Bii) it meets the all requirements to be of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (Ciii) from and after the First Amendment Effective Datedate 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, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (Eiv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (F) Amendment on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (Gv) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (iib) agrees that (Ai) it will, 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 (Bii) it will 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.
(b) . Each of the Administrative Agent Agent, the Borrower and the Borrower agree Guarantors agrees that, as of the First Amendment Effective Datedate hereof, each New Lender shall (i) be a party to the Credit Agreement (and, as applicable, and the other Loan Documents), (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.
(c) . The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
New Lender Joinder. (a) Each Person that signs this Amendment as a The New Lender and that was not a hereby agrees to provide Incremental Revolving Commitments in the amount set forth on Exhibit A attached hereto.
(b) New Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender”)
(i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets satisfies the requirements requirements, if any, specified in the Credit Agreement that are required to be an Eligible Assignee under the Credit Agreementsatisfied by it in order to become a Lender, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 or 4.01(r) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (F) Agreement on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered and (E) attached to this Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and (H) it is not a Disqualified Institutionexecuted by the New Lender; and (ii) agrees that (A) it will, 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 (B) it will 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.
(bc) Each As of the Administrative Agent and the Borrower agree that, as of the First Amendment Effective Date, each the New Lender shall (i) be a party to the Credit Agreement (and, as applicable, and the other Loan Documents), (ii) be a “Lender”, and “Issuing Bank”, a “Revolving Lender” and an “Incremental Revolving Lender” for all purposes of the Credit Agreement and the other Loan Documents Documents, and (iii) to the extent of the interest acquired by New Lender pursuant to this Agreement, have the rights and obligations of a Lender, and Issuing Bank, a Revolving Lender and an Incremental Revolving Lender under the Credit Agreement and the other Loan Documents.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
Samples: Incremental Amendment (Horizon Therapeutics Public LTD Co)
New Lender Joinder. By its execution of this Agreement, each New Lender hereby acknowledges, agrees and confirms that, on and after the Restatement Effective Date:
(a) Each Person that signs this Amendment as it will be deemed to be a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each as modified and supplemented hereby) as a “New Lender”)
(i) represents and warrants that (A) it has full power and authority, and has taken ” for 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, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions purposes of the Credit Agreement (as a Lender thereunder modified and supplemented hereby) and the other Loan Documents, and shall have all of the obligations of of, and shall be entitled to the benefits of, a Lender, a Lender thereunderholding a Revolving Loan Commitment or a Lender committing to provide, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by or holding, Term B-2 Loans, as applicable, under the Credit Agreement (as modified and either itsupplemented hereby) as if it had executed the Credit Agreement (as modified and supplemented hereby);
(b) it will be bound by all of the terms, or provisions and conditions contained in the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, Credit Agreement (Eas modified and supplemented hereby) and the other Loan Documents;
(c) it has received a copy of the Credit AgreementAgreement (as modified and supplemented hereby), and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 6.1 or Section 6.2 thereof, as applicable, and such other documents and information as it deems appropriate appropriate, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this AmendmentAmendment and to become a Lender, a Lender holding a Revolving Loan Commitment or a Lender committing to provide, or holding, Term B-2 Loans, as applicable, under the Credit Agreement (Fas modified and supplemented hereby);
(d) it haswill, independently and without reliance upon the Administrative Agent or Agent, the Lead Arrangers, any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Credit Agreement (as modified and supplemented hereby), any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder;
(Be) it will 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., a Lender holding a Revolving Loan Commitment or a Lender committing to provide, or holding, Term B-2 Loans, as applicable; and
(bf) Each of the Administrative Agent it will provide any additional documentation (including, without limitation, any Assignment and the Borrower agree thatAssumption to be executed in connection with this Agreement) to evidence its status as a Lender, a Lender holding a Revolving Loan Commitment or a Lender committing to provide, or holding, Term B-2 Loans, as applicable, as of the First Amendment Restatement Effective Date, each New Lender shall (i) Date or as required to be a party delivered by it pursuant to the terms of the Credit Agreement (and, as applicable, the other Loan Documentsmodified and supplemented hereby), (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.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
New Lender Joinder. a. Upon execution of this Amendment, City National Bank and CIT and (athe “New Lenders”) Each Person that signs this Amendment as shall be a Lender and that was not a Lender party to the Credit Agreement prior to (as amended by this First Amendment) and have all of the effectiveness rights and obligations of this Amendment a Lender thereunder and under the other Loan Documents. Each New Lender (each a “New Lender”)
(ia) represents and warrants that (A) it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver enter into this First Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the this First Amendment Effective Dateis the legal, valid and binding obligation of each New Lender, enforceable against it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, in accordance with its terms; (Db) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) confirms that it has received a copy of the Credit Agreement, this First Amendment and has received or has been accorded all of the opportunity to receive Annexes, Exhibits and Schedules thereto, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereofthe Credit Agreement, as applicableif any, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment, ; (Fc) agrees that it haswill, independently and without reliance upon the Existing Lenders, the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, 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 (as amended by this Third Amendment), the other Loan Documents, Documents or any other instrument or document furnished pursuant hereto or thereto; and (Bd) agrees that it will be bound by the provisions of the Credit Agreement (as amended by this First Amendment) and will perform in accordance with their its terms all of the obligations which by the terms of the Loan Documents Credit Agreement (as amended by this First Amendment) are required to be performed by it as a Lender. The commitments of each New Lender after giving effect to this First Amendment shall be as set forth on Schedule 1 to the Credit Agreement as amended hereby.
(b) b. Each of the Administrative Agent and the Borrower agree Loan Parties agrees that, as of the First Amendment Effective Date, each New Lender shall (i1) be a party to the Credit Agreement (and, as applicable, and the other Loan DocumentsDocuments (as applicable), (ii2) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents Documents, and (iii3) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
(c) c. The applicable address, facsimile number and electronic mail address of each New Lender for purposes of all notices and other communications is the Credit Agreement are as set forth on in the Administrative Questionnaire administrative questionnaire delivered by such each New Lender to the Administrative Agent on or before the First Amendment Effective Date or to such other address, facsimile number and electronic mail address as shall be designated by each New Lender in a notice to the Administrative Agent.
Appears in 1 contract
New Lender Joinder. Bank of America, N.A. (a) Each Person that signs this Amendment as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender”)
, the other Lenders, the Administrative Agent and the Loan Parties acknowledge, agree and confirm that the New Lender shall from and after the Second Amendment Effective Date 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. The New Lender (ia) represents and warrants that (Ai) 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, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (Cii) from and after the First Second Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, thereunder and (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (Eiii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.1(a) and (b) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (F) Amendment on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, Lender; (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (iib) agrees that (Ai) it will, 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 (Bii) it will 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.
; and (bc) Each of the hereby irrevocably appoints SunTrust Bank as Administrative Agent and the Borrower agree that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement (and, as applicable, the other Loan Documents), (ii) be a “Lender” for all purposes of under 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.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on authorizes the Administrative Questionnaire delivered by Agent to take such New Lender actions on its behalf and to exercise such powers as are delegated to the Administrative AgentAgent by the terms of the Loan Documents, together with such actions and powers as are incidental thereto.
Appears in 1 contract
Samples: Second Incremental Facility Amendment and Second Amendment (Malibu Boats, Inc.)
New Lender Joinder. (ai) Each Person that signs this Amendment financial institution identified on the signature pages hereto as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment “New Lender” (each a “New Lender”)
(i) represents severally agrees that its respective Commitments and warrants that (A) Loans as of the Third Amendment Effective Date shall be as set forth opposite such financial institution’s name on Schedule I attached as Annex C hereto and 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, (B) it meets the requirements will be deemed to be an Eligible Assignee under a party to the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder “Lender” and a “Revolving Lender” for all purposes of the Amended Credit Agreement and the other Credit Documents, and shall have all of the obligations of of, and shall be entitled to the benefits of, a Lender thereunderand a Revolving Lender under the Amended Credit Agreement.
(ii) By its execution of this Amendment, each New Lender hereby acknowledges, agrees and confirms that, on and after Third Amendment Effective Date:
(D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (EA) it has received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, Agreement and such other documents and information as it deems appropriate appropriate, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this Amendment, Amendment and to become a Lender and a Revolving Lender under the Amended Credit Agreement and the other Credit Documents;
(FB) it haswill, independently and without reliance upon the Administrative Agent or Agent, the Joint Lead Arrangers, any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Loan DocumentsAmended Credit Agreement, and any other Credit Document or any related agreement or any document furnished hereunder or thereunder;
(BC) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender and a Revolving Lender.; and
(bD) Each of the Administrative Agent it will provide any additional documentation to evidence its status as a Lender and the Borrower agree that, Revolving Lender as of the First Third Amendment Effective Date, each New Lender shall (i) Date or as required to be a party delivered by it pursuant to the Credit Agreement (and, as applicable, the other Loan Documents), (ii) be a “Lender” for all purposes terms of the Amended 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 DocumentsAgreement.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
New Lender Joinder. (a) Each Person that signs this Amendment as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness By its execution of this Amendment (Amendment, each a “New Lender”)
(i) represents Lender hereby acknowledges, agrees and warrants that (A) it has full power and authorityconfirms that, 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, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from on and after the First Amendment Effective Date, :
(a) it shall will be bound by the provisions of deemed to be a party to the Credit Agreement as a Lender thereunder and shall have the obligations “Lender”, for all purposes of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either itthe other Loan Documents, or and shall have all of the Person exercising discretion obligations of, and shall be entitled to the benefits of, a Lender under the Credit Agreement as if it had executed the Credit Agreement;
(b) it will be bound by all of the terms, provisions and conditions contained in making its decision to acquire such assets, is experienced in acquiring assets of such type, the Credit Agreement and the other Loan Documents;
(Ec) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, thereof and such other documents and information as it deems appropriate to make its own credit analysis appropriate, and decision to enter into this Amendment, (F) it has, independently and without reliance upon the Administrative Agent or Agent, any other Lender and based on such documents and information as it has deemed appropriateor any of their respective Affiliates, made its own credit analysis and decision to enter into this Amendment, (G) if it is Amendment and to become a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of Lender under the Credit Agreement, and ;
(H) it is not a Disqualified Institution; and (ii) agrees that (Ad) it will, independently and without reliance on upon the Administrative Agent Agent, any other Lender or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder;
(Be) it is an Eligible Assignee;
(f) it will 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.;
(bg) Each of it hereby appoints and authorizes the Administrative Agent to exercise such powers as are delegated to it under the Credit Agreement and by the Borrower agree that, other Loan Documents; and
(h) it will provide any additional documentation requested by the Administrative Agent to evidence its status as a Lender as of the First Amendment Effective Date, each New Lender shall (i) Date or as required to be a party delivered by it pursuant to the Credit Agreement (and, as applicable, the other Loan Documents), (ii) be a “Lender” for all purposes terms 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 DocumentsAgreement.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Resmed Inc)
New Lender Joinder. (a) Each Person that signs this Effective upon the Amendment as a Lender No. 5, Effective Date, automatically and that was not a Lender party to without any further action, the Credit Agreement prior to the effectiveness Commitment of this Amendment TD Bank, N.A. (each a “New Lender”)) shall be the amount set forth on Schedule 1.124 to the Loan Agreement in the form attached hereto as Exhibit B.
(b) Effective upon the Amendment No. 5 Effective Date, the New Lender shall be deemed to have purchased, without recourse, a risk participation from the issuer in respect of any Letter of Credit Accommodations (“Issuing Bank”) in each Letter of Credit Accommodation issued by such Issuing Bank or otherwise existing under the Loan Agreement, and each reimbursement obligation in respect of such Letter of Credit Accommodation, in the amount equal to its Pro Rata Share of such Letter of Credit Accommodations and reimbursement obligations, and agrees to pay to Administrative and Collateral Agent, for the account of such Issuing Bank, New Lender’s Pro Rata Share of any amount at any time payable by such Issuing Bank under the applicable Letter of Credit Accommodation.
(c) As of the Amendment No. 5 Effective Date, the New Lender shall (i) be a party to the Loan Agreement and the other Financing Agreements, (ii) be a “Lender” for all purposes of the Loan Agreement and the other Financing Agreements, and (iii) to the extent of the interest acquired by the New Lender pursuant to this Amendment No. 5, have the rights and obligations of a Lender under the Loan Agreement and the other Financing Agreements.
(d) New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment No. 5 and to consummate the transactions contemplated hereby and to become a Lender under the Credit AgreementLoan Agreement and the other Financing Agreements, (Bii) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) confirms that it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent Loan Agreement and the other Financing Agreements, together with copies of the financial statements delivered pursuant referred to Section 6.01 thereof, as applicable, therein and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, Amendment No. 5; (F) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (iiiii) agrees that (A) it will, independently and without reliance on the upon Administrative Agent and Collateral Agent, or any other Lender, and based on upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan DocumentsFinancing Agreements; (iv) confirms that it is an Eligible Transferee; (v) appoints and authorizes the Administrative and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Financing Agreements as are delegated to Administrative and Collateral Agent by the terms thereof, and together with such powers as are reasonably incidental thereto; (Bvi) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Financing Agreements are required to be performed by it as a Lender.
; and (bvii) Each attaches the forms prescribed by the Internal Revenue Service of the Administrative Agent and the Borrower agree that, United States certifying as of the First Amendment Effective Date, each to New Lender shall (i) be a party to the Credit Agreement (and, as applicable, the other Loan Documents), (ii) be a “Lender” Lenders’ status for all purposes of the Credit Agreement and the other Loan Documents and (iii) have the rights and obligations of a determining exemption from United States withholding taxes with respect to all payments to be made to New Lender under the Credit Loan Agreement and the or such other Loan Documentsdocuments as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (BlueLinx Holdings Inc.)
New Lender Joinder. (a) Each Person that signs this Amendment as a The 2023 Refinancing Term Loan Lender and that was not a the 2023 Incremental Term Loan Lender party to (collectively, the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender”)
, as a new lender under the Credit Agreement on the Fifth Amendment Effective Date (ia) represents and warrants that (Ai) 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 Amended Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (Eii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment, and (Fiii) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (iib) agrees that (Ai) it is sophisticated with respect to the decision to participate, as a lender, in commercial loans of the type represented by the 2023 Term Loans (or the entity or entities exercising discretion in making the decision to participate in the 2023 Term Loans are sophisticated in such matters) and will, 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, Documents and (Bii) it will hereafter be bound as a Lender under the Loan Documents and will 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.
(b) Each of the Administrative Agent and the Borrower agree that, as of the First Amendment Effective Date, each The New Lender shall hereby covenants and agrees that (i) be a it shall not take any action or authorize, consent to or approve any amendment, restatement, waiver, modification, forbearance, additional extensions of credit, release of any loan party or any collateral, exercise or enforce any rights or privileges at law or in equity accruing to the Credit Agreement (and, New Lender in its capacity as applicable, the other Loan Documents), (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 lender under the Credit Agreement without the prior written consent of Alter Domus (US) LLC (acting at the direction of the Required Lenders under and as defined in that certain Credit Agreement (as of the other Loan Documents.
date hereof), dated as of September 8, 2023 (cthe “Super Holdco Credit Agreement”), by and among TRINSEO LUXCO S.À R.X., a private limited liability company (société à responabilité limitée), incorporated and existing under the laws of Luxembourg, having its registered office at 20, xxxxxxxxx Xxxxx, X-0000 Xxxxxxxxxx, registered with the R.C.S. Luxembourg under number B153577, UnSub Holdings, the New Lender, UnSub Borrower, the guarantors party thereto from time to time, the Lenders party hereto from time to time and ALTER DOMUS (US) The address of each New Lender for purposes of all notices LLC, as administrative agent and other communications is as set forth on collateral agent, in (in such capacity, the Administrative Questionnaire “Super Holdco Agent”)), which written consent may be delivered by such New Lender via email from the Super Holdco Agent’s counsel or counsel to the Administrative AgentRequired Lenders under and as defined in the Super Holdco Credit Agreement (as of the date hereof) and (ii) the 2023 Term Loans are permitted under the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Trinseo PLC)
New Lender Joinder. (a) Each Person that signs this Amendment Agreement as a Consenting Lender and that was not a Lender party to the Existing Credit Agreement prior to the effectiveness of this Amendment Agreement (each a “New Lender”)
(i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (B) it meets the all requirements to be of an Eligible Assignee under the Amended Credit Agreement (subject to receipt of such consents as may be required under the Amended Credit Agreement), (C) from and after the First Amendment Effective Datedate hereof, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) it has received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this AmendmentAgreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Arrangers or any other Lender, (E) the Loan Documents set forth the terms of a commercial lending facility, (F) it hasis engaged in making, independently acquiring or holding commercial loans in the ordinary course and without reliance upon is entering into the Administrative Agent this Agreement, the Amended Credit Agreement and the other Loan Documents as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth in the Amended Credit Agreement as may be applicable thereto, and not for the purpose of purchasing, acquiring or holding any other Lender type of financial instrument, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, and (H) it is not a Disqualified InstitutionAgreement has been delivered to the Administrative Agent; and (ii) agrees that (A) it will, 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, Documents and (B) it will 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; and (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto.
(b) Each of the Administrative Agent and the Borrower agree Borrowers agrees that, as of upon the First Amendment Effective Date, each New Lender shall (i) be a party to the Amended Credit Agreement (and, as applicable, the other Loan Documents)Agreement, (ii) be a “Lender” for all purposes of the Amended Credit Agreement and the other Loan Documents and (iii) be subject to and bound by the terms of the Amended Credit Agreement and the Loan Documents and have the rights and obligations of a Lender under the Amended Credit Agreement and the other Loan Documents.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
Samples: Extension Agreement and First Amendment to Second Amended and Restated Credit Agreement (EQT Corp)
New Lender Joinder. (a) Each Person that signs which is party to this Amendment in the capacity of “Lender” (as a Lender and set forth on their signature page hereto) that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment No. 1 Effective Date (each such Person a “New Lender” and, collectively, the “New Lenders”)
) hereby agrees to become a “Lender” under the Credit Agreement for all intents and purposes thereunder with a Revolving Loan Commitment in the amount set forth opposite such Person’s name on Exhibit I to this Amendment. Furthermore, each New Lender (ia) represents and warrants that (A) 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 issue its Revolving Loan Commitment under the Credit Agreement, ; (Bb) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) confirms it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment, Amendment and to become a Lender under the Credit Agreement; (Fc) confirms it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is Amendment and to become a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of Lender under the Credit Agreement, and (H) it is not a Disqualified Institution; and (iid) agrees that it will (A) it willi), 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 (Bii) it will 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.
(b) Each of the Administrative Agent and the Borrower agree that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement (and, as applicable, the other Loan Documents), (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.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Neff Corp)
New Lender Joinder. (a) Each Person that signs this Amendment as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness By its execution of this Amendment (each a “Amendment, the New Lender”)
(i) represents Lender hereby acknowledges, agrees and warrants that (A) it has full power and authorityconfirms that, 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, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from on and after the First Amendment Effective Date, :
(a) it shall will be bound by the provisions of deemed to be a party to the Credit Agreement as a Lender thereunder and shall have the obligations “Lender”, for all purposes of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either itthe other Loan Documents, or and shall have all of the Person exercising discretion obligations of, and shall be entitled to the benefits of, a Lender under the Credit Agreement as if it had executed the Credit Agreement;
(b) it will be bound by all of the terms, provisions and conditions contained in making its decision to acquire such assets, is experienced in acquiring assets of such type, the Credit Agreement and the other Loan Documents;
(Ec) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, thereof and such other documents and information as it deems appropriate to make its own credit analysis appropriate, and decision to enter into this Amendment, (F) it has, independently and without reliance upon the Administrative Agent or Agent, any other Lender and based on such documents and information as it has deemed appropriateor any of their respective Affiliates, made its own credit analysis and decision to enter into this Amendment, (G) if it is Amendment and to become a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of Lender under the Credit Agreement, and ;
(H) it is not a Disqualified Institution; and (ii) agrees that (Ad) it will, independently and without reliance on upon the Administrative Agent Agent, any other Lender or any other Lender, of their respective 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 decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder;
(Be) it will 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.; and
(bf) Each of the Administrative Agent and the Borrower agree that, it will provide any additional documentation to evidence its status as a Lender as of the First Amendment Effective Date, each New Lender shall (i) Date or as required to be a party delivered by it pursuant to the Credit Agreement (and, as applicable, the other Loan Documents), (ii) be a “Lender” for all purposes terms 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 DocumentsAgreement.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Resmed Inc)
