Common use of New Lenders Clause in Contracts

New Lenders. (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreement. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 5 contracts

Samples: Credit Agreement (Air Lease Corp), Seventh Amendment and Extension Agreement (Air Lease Corp), Credit Agreement (Air Lease Corp)

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New Lenders. Each Incremental Term Loan Lender that is an Additional Term Loan Lender: (a) Each represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Supplement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the New Lenders agrees to Credit Agreement, and (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes thereunder and shall have the obligations of the Credit Agreement to the same extent as if originally a party theretoLender thereunder, with a Commitment as specified on Exhibit C-1 hereto. (biv) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; Supplement and provide its Incremental Term Commitment hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; (cb) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; and the other Loan Documents; (dc) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and ; (ed) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms to their terms, all the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender; and (e) in the case of such Incremental Term Loan Lender includingthat is a Foreign Lender, without limitation, if it is organized under comply with the laws provisions of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) 10.15 of the Credit Agreement. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 5 contracts

Samples: Credit Agreement (Alliant Techsystems Inc), Credit Agreement (Alliant Techsystems Inc), Incremental Term Facility Supplement (Alliant Techsystems Inc)

New Lenders. By executing this Amendment, each New Lender: (a) Each of the New Lenders agrees Agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Datedate of this Amendment, become a Lender “Lender” (as defined in the Credit Agreement) for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto.; and (bi) Each of the New Lenders (a) represents Represents and warrants that it is legally authorized to enter into this AgreementAmendment; (bii) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; (ciii) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (div) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (ev) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e2.15(d) of the Credit Agreement. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 4 contracts

Samples: Competitive Advance and Revolving Credit Agreement (Gannett Co Inc /De/), Competitive Advance and Revolving Credit Agreement (Gannett Co Inc /De/), Competitive Advance and Revolving Credit Agreement (Gannett Co Inc /De/)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fourth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fourth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the Fourth Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 4 contracts

Samples: Senior Secured Credit Agreement, Credit Agreement (Rice Energy Inc.), Senior Secured Credit Agreement (Exterran Partners, L.P.)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Third Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Third Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the Third Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 3 contracts

Samples: Credit Agreement (Rice Energy Operating LLC), Credit Agreement (Rice Energy Inc.), Credit Agreement (Atlas Resource Partners, L.P.)

New Lenders. Each entity executing this Agreement under the heading “New Lender” on the signature pages hereto (aeach a “New Lender”) Each of the New Lenders hereby agrees to be bound by provide a Revolving Commitment in the provisions of the Credit Agreement amount set forth beside its name on Schedule 1.1A hereto. Each New Lender (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (ai) represents and warrants that (A) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Agreement; Agreement and to consummate the transactions contemplated hereby and to become a Lender hereunder, (bB) confirms that it has received a copy or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof Agreement and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Agreement; Agreement and to become a party hereto, and (cC) agrees that it has made and willhas, 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 Agreement and to become a party hereto; 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 or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eB) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender includingLender. The Borrowers agree that, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) as of the Credit Closing Date, each New Lender shall (i) be a party to this Agreement. , (cii) The address be a “Lender” with respect to its Loans and Commitments for notices for each of the New Lenders for the all purposes of this Agreement and the Credit Agreement is as specified on Exhibit C-2 heretoother Loan Documents, and (iii) have the rights and obligations of such a Lender hereunder and the other Loan Documents.

Appears in 2 contracts

Samples: Credit Agreement (SunCoke Energy, Inc.), Credit Agreement (SunCoke Energy Partners, L.P.)

New Lenders. Each New Lender (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Credit Documents and the exhibits and schedules thereto, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (cii) agrees that it has made and will, independently and without reliance upon the Term Administrative Agent Agent, the lead arrangers and bookrunners noted on the cover page hereof (the “Lead Arrangers”) 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Term Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto and the other Credit Documents as are delegated to the Term Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (eiv) agrees that it will be bound by the provisions perform all of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, as the case may be, in each case, in accordance with the terms thereof as set forth in the Credit Agreement. Each New Lender includingacknowledges and agrees that it shall become a “Tranche B-1 Term Loan Lender” and a “Term Loan Lender” under, without limitationand for all purposes of, if it is organized under the laws Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a jurisdiction outside the United States“Tranche B-1 Term Loan Lender” and a “Term Loan Lender” thereunder. The Borrower hereby consents, its obligation pursuant to for purposes of Section 2.15(e13.6(b)(i)(A) of the Credit Agreement. , to the assignment on or within ninety (c90) The address for notices for each days of the New Lenders for Amendment No. 1 Effective Date of any Tranche B-1 Term Loans by the purposes of Fronting Bank, to (A) any Person that was an Existing Term Lender on the Credit Agreement is as specified on Exhibit C-2 heretoAmendment No. 1 Effective Date (immediately prior to giving effect thereto) or (B) any assignees separately identified, and acceptable, to the Borrower.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Focus Financial Partners Inc.), First Lien Credit Agreement (Focus Financial Partners Inc.)

New Lenders. (a) Each To the extent not already a Lender under the Credit Agreement, each Increasing/Joinder Lender party hereto acknowledges and agrees that upon its execution of this Commitment Increase Agreement and the New Lenders agrees making of Term A-3 Loans and/or 2017 Multicurrency Revolving Commitments or 2017 US Dollar Revolving Commitments, as applicable, that such Increasing/Joinder Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to be and bound by the terms thereof (as modified by the provisions of the Credit Agreement (including, as amended pursuant to this Commitment Increase Agreement), and agrees that it shall, on shall perform all the Effective Date, become obligations of and shall have all rights of a Lender for all purposes thereunder (as modified by the provisions of the Credit Agreement to the same extent as if originally a party thereto, with a this Commitment as specified on Exhibit C-1 heretoIncrease Agreement). (b) Each of the New Lenders Increasing/Joinder Lender party hereto (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(aSections 6.01(a) and (b6.01(b) thereof of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment Increase Agreement; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender or Agent 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and (eiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for Each Increasing/Joinder Lender represents and warrants that it is an Eligible Assignee. (d) On or prior to the date which is ten Business Days after the Additional Commitments Effective Date, each Increasing/Joinder Lender that is a Foreign Lender shall deliver to the Administrative Agent such documentation that is required to be delivered by it pursuant to Section 11.16 of the New Lenders for the Credit Agreement, duly completed and executed by such Lender. (e) For purposes of the Credit Agreement is Agreement, the initial notice address of each Increasing/Joinder Lender party hereto shall be as specified on Exhibit C-2 heretoset forth below its signature below.

Appears in 2 contracts

Samples: Commitment Increase and Joinder Agreement, Commitment Increase and Joinder Agreement (Fidelity National Information Services, Inc.)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as amended hereby as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)hereby, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Third Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Third Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the Third Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement as amended hereby and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (WildHorse Resource Development Corp)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with a Commitment such powers and discretion as specified on Exhibit C-1 hereto. (b) are reasonably incidental thereto. Each of the New Lenders (a) Lender represents and warrants that (a) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Third Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; , (b) confirms that it has received a copy of the Existing Credit Agreement, together with Agreement and copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 6.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that Third Amendment and to become a Lender on the basis of which it has made such analysis and will, decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents (c) from and information as after the Third Amendment Effective Date, it shall deem appropriate at the time, continue be a party to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender includingthereunder. Upon the Third Amendment Effective Date, without limitation(a) each Lender who holds Loans in an aggregate amount less than its Pro Rata Share (after giving effect to this Third Amendment) of all Loans shall advance new Loans which shall be disbursed to the Administrative Agent and used to repay Loans outstanding to each Lender who holds Loans in an aggregate amount greater than its Pro Rata Share of all Loans, if it is organized under (b) each Lender’s participation in each Letter of Credit shall be automatically adjusted to equal its Pro Rata Share (after giving effect to this Third Amendment), and (c) such other adjustments shall be made as the laws Administrative Agent shall specify so that each Lender’s Outstanding Amount of a jurisdiction outside the United States, its obligation pursuant all Committed Loans and all L/C Obligations equals such Lender’s Pro Rata Share (after giving effect to Section 2.15(ethis Third Amendment) of the Credit Agreement. (c) The address for notices for each aggregate Outstanding Amount of all Committed Loans and all L/C Obligations of all of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 heretoLenders.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Martin Midstream Partners Lp)

New Lenders. (a) Each of the New Lenders Lender agrees to be bound by the provisions and acknowledges as follows: (i) it has received copy of the Credit Agreement, the Intercreditor Agreement and other Loan Documents (including, as amended pursuant to this Agreementin each case, all schedules and exhibits thereto), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant financial statements referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and join the Credit Agreement as a Lender, and (ii) upon its execution and delivery of this Amendment it shall be a Lender under and for all purposes under the Credit Agreement; , intending to be legally bound by the terms thereof (cincluding, without limitation, the provisions of Subsection 10.1 thereof) and it shall perform all the obligations of and be entitled to all the benefits of a Lender thereunder. (b) Each New Lender (i) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender or agent 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (dii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; (iii) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (eiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender thereunder (including, without limitation, if it is organized under the laws provisions of Section 5.1(a) of this Amendment) and (v) affirms the acknowledgements and representations of such New Lender as a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) Lender contained in Subsection 10.5 of the Credit Agreement. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 2 contracts

Samples: Credit Agreement (Atkore International Group Inc.), Credit Agreement (Atkore International Holdings Inc.)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)hereby, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Sixth Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Sixth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the Sixth Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement as amended hereby and will perform the other Loan Documents and have the rights and obligations of a Lender thereunder. If the Subject Acquisition Closing Date does not occur, and the conditions set forth in accordance Section 5 hereof are not satisfied, in each case, on or prior to October 31, 2013, any New Lender with its terms a Maximum Credit Amount of $0.00 shall automatically cease to be a Lender for all the obligations which by the terms of purposes under the Credit Agreement are required to be performed by it and the other Loan Documents as a Lender includingof November 1, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreement2013. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Memorial Production Partners LP)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)hereby, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Third Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Third Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the Third Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement as amended hereby and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Memorial Production Partners LP)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as amended hereby as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)hereby, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the First Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement as amended hereby and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 2 contracts

Samples: Credit Agreement (Oasis Midstream Partners LP), Credit Agreement (Oasis Petroleum Inc.)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as amended hereby as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)hereby, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Third Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Third Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the Third Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement as amended hereby and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 2 contracts

Samples: Third Amendment to Second Amended and Restated Credit Agreement, Credit Agreement (Oasis Petroleum Inc.)

New Lenders. On the Second Amendment Effective Date and in accordance with Section 2.23 of the Credit Agreement, (a) Each the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders agrees shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)terms thereof, and agrees that it shall, on shall perform all the Effective Date, become obligations of and shall have all rights of a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. thereunder. Each New Lender (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents and the exhibits thereto, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementSecond Amendment; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and (eiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) Lender. For purposes of the Credit Agreement. , the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (cincluding each New Lender) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is shall be as specified set forth on Exhibit C-2 heretoA to this Second Amendment.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Wolverine World Wide Inc /De/)

New Lenders. (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that (i) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Incremental Joinder Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; , (bii) confirms that it meets the requirements to be an assignee under Section 11.06(b)(v) of the Credit Agreement, (iii) it has received a copy of the Existing Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Incremental Joinder Agreement; , (civ) agrees that it has made and willhas, 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 Incremental Joinder Agreement, (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender, and (vi) such New Lender is not and will not be (A) an employee benefit plan subject to Title I of ERISA, (B) a plan or account subject to Section 4975 of the Internal Revenue Code, (C) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code, or (D) a “governmental plan” within the meaning of ERISA.; and (b) agrees that (i) 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 or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. (b) The Loan Parties agree that, as of the date hereof, such New Lender includingshall (i) be a party to the Credit Agreement and the other Loan Documents, without limitation, if it is organized under the laws of (ii) be a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) “Lender” for all purposes of the Credit AgreementAgreement 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 applicable address, facsimile number and electronic mail address of each New Lender for notices for each purposes of the New Lenders for the purposes Section 11.02 of the Credit Agreement is are as specified set forth in such New Lender’s Administrative Questionnaire delivered by such New Lender to the Administrative Agent on Exhibit C-2 heretoor before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by such New Lender in a notice to the Administrative Agent.

Appears in 2 contracts

Samples: Incremental Joinder Agreement (Green Plains Partners LP), Incremental Joinder Agreement (Green Plains Inc.)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the First Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Atlas Energy, L.P.)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender of such applicable Class is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes each Agent to take such action as such Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to each such Agent by the terms thereof, together with a Commitment such powers and discretion as specified on Exhibit C-1 hereto. (b) are reasonably incidental thereto. Each of the New Lenders (a) Lender represents and warrants that (a) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment, to consummate the transactions contemplated hereby and to become a Lender of such applicable Class under the Credit Agreement; , (b) confirms that it has received a copy of the Existing Credit Agreement, together with Agreement and copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 5.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that Amendment and to become a Lender of such applicable Class on the basis of which it has made such analysis and will, decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents (c) from and information as after the Sixth Amendment Effective Date, it shall deem appropriate at the time, continue be a party to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementsuch applicable Class thereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 2 contracts

Samples: Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Murray II, L.P.)

New Lenders. (a) Each New Lender, by its signature to this Amendment, agrees to become a Lender under the Loan Agreement, with a Revolver Commitment in the amount set forth with respect to such New Lender on Schedule 1 hereto, and to be bound by all of the terms and conditions applicable to Lenders under the Loan Agreement and each other Transaction Document. (b) Each New Lenders agrees 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 Loan Agreement, (B) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement (including, and the other Transaction Documents as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes thereunder and shall have the obligations of the Credit Agreement to the same extent as if originally a party theretoLender thereunder, with a Commitment as specified on Exhibit C-1 hereto. (bC) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Loan Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 9.1.3 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a party to the Loan Agreement; , and (cD) agrees that it has made and willhas, independently and without reliance upon 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 and to become a party to the Loan Agreement; (ii) agrees that (A) it will, independently and without reliance on the 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 or any instrument or document furnished pursuant hereto or theretoTransaction Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Transaction Documents are required to be performed by it as a Lender; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Loan Agreement or any instrument or document furnished pursuant hereto or thereto and the other Loan Documents as are delegated to the Administrative Agent Agen by the terms thereof, together with such powers as are reasonably incidental thereto; and (eiv) acknowledges and agrees that it will upon the Effective Date, such New Lender shall be a “Lender” under, and for all purposes of, the Loan Agreement and the other Loan Documents, and shall be subject to and bound by the provisions of the Credit Agreement terms thereof, and will shall perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as and shall have all rights of a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each Each of the Agent, each Existing Lender, the Borrower, and the Servicer agrees that, as of the Effective Date, each New Lenders Lender shall (i) be a party to the Loan Agreement with a Revolver Commitment in the amount set forth with respect to such New Lender on SCHEDULE 1 hereto, (ii) be a Lender for the all purposes of the Credit Loan Agreement and the other Transaction Documents, and (iii) have the rights and obligations of a Lender under the Loan Agreement and the other Transaction Documents; and (d) The address of each New Lender for purposes of all notices and other communications is as specified set forth on Exhibit C-2 the signature page hereto.

Appears in 2 contracts

Samples: Loan and Security Agreement (Flat Rock Core Income Fund), Loan and Security Agreement (Flat Rock Core Income Fund)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Second Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the Second Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 2 contracts

Samples: Credit Agreement (Rice Midstream Partners LP), Credit Agreement (Memorial Production Partners LP)

New Lenders. (a) Each of the undersigned financial institutions that is not a party to the Credit Agreement prior to the Amendment No. 2 Effective Date (each, an “New Lenders Lender”) agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Amendment No. 2 Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party theretoAgreement, with a Commitment as specified set forth on Exhibit C-1 Schedule 2.01 hereto. (b) Each of the undersigned New Lenders Lender (a) represents and warrants that (i) it is legally authorized has full power and authority, and has taken all action necessary, to enter into this Amendment and to consummate the transactions contemplated hereby and to become a lender under the Credit Agreement; (bii) confirms it satisfied the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Amendment No. 2 Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and become a Lender under the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) 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, duly completed and executed by the New Lender; and (cb) agrees that (i) it has made and will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Crane Co /De/)

New Lenders. (a) a. Each of the undersigned New Lenders agrees to be bound by the provisions of the Credit Loan Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Dateeffective date of this Supplement pursuant to Section 3 below, become a Lender for all purposes of the Credit Loan Agreement to the same extent as if originally a party thereto, with and to extend a Commitment in the amount of its applicable New Commitment Amount. Unless otherwise specified in this Supplement, for all purposes of the Loan Agreement (as specified on Exhibit C-1 heretoamended hereby), each of the New Lenders and its respective Commitment shall be deemed to constitute a Lender and a Commitment, respectively, under and as defined in the Loan Agreement. (b) b. Each of the undersigned New Lenders (a) represents and warrants that it is legally authorized to enter into this AgreementSupplement; (b) confirms that it has received a copy of the Existing Credit Loan Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) Sections 9.1. and (b) thereof 9.2. thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementSupplement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Loan Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Loan Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Loan Agreement are required to be performed by it as a Lender including, without limitation, Lender; and (f) if it is organized under a Foreign Lender, confirms that it has delivered any documentation to the laws of a jurisdiction outside Administrative Agent and the United States, its obligation Borrower required to be delivered by it pursuant to Section 2.15(e) the terms of the Credit Loan Agreement, duly completed and executed by it. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Additional Lender Supplement (RLJ Lodging Trust)

New Lenders. (a) Each of Lender that is not a lender under the New Lenders agrees to be bound by the provisions of the Existing Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement immediately prior to the same extent as if originally Amendment and Restatement Effective Date (each, a party thereto, with a Commitment as specified on Exhibit C-1 hereto. “New Lender”) hereby (b) Each of the New Lenders (ai) represents and warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended and Restated Credit Agreement (ii) confirms that it is legally authorized to enter into this Agreement; an Eligible Transferee, (bii) confirms that it has received a copy of the Existing Amended and Restated Credit AgreementAgreement and the other Credit Documents, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Amended and Restated Credit Agreement; , (ciii) if it is organized under the laws of a jurisdiction outside the United States, has provided to the Administrative Agent any tax documentation required to be delivered by it pursuant to the terms of the Amended and Restated Credit Agreement, duly completed and executed by it, (iv) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended and Restated Credit Agreement or any instrument or document furnished pursuant hereto or thereto; and the other Credit Documents, (dv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended and Restated Credit Agreement or any instrument or document furnished pursuant hereto or thereto and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; thereto and (evi) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Amended and Restated Credit Agreement and the other Credit Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Abl Credit Agreement (Tesla, Inc.)

New Lenders. Each New Lender (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents and the exhibits and schedules thereto, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent Agent, or the lead arranger and bookrunner noted on the cover page hereof (the “Lead Arranger”) 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and (eiv) agrees that it will be bound by the provisions perform all of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender includingLender, without limitationas the case may be, if it is organized under in each case, in accordance with the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of terms thereof as set forth in the Credit Agreement. (c) The address . Each New Lender acknowledges and agrees that it shall become a “Tranche B-1 Term Loan Lender” and a “Term Lender” under, and for notices for each of the New Lenders for the all purposes of of, the Credit Agreement is as specified on Exhibit C-2 heretoand the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a “Tranche B-1 Term Loan Lender” and a “Term Lender” thereunder.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Installed Building Products, Inc.)

New Lenders. Each Additional Revolving Commitment Lender that is not a Revolving Lender and each Additional Term Lender that is not a Term Lender (each, a “New Lender”) immediately prior to giving effect to the Incremental Effective Date (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms acknowledges that it has received a copy of the Existing Amended Credit AgreementAgreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements most recently delivered by the Company pursuant to Section 6.1(a) and (b) thereof the Amended Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this become a Lender under the Amended Credit Agreement; and (cb) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Amended Credit Agreement. Each New Lender represents and warrants that (a) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this Agreement and to become a Lender under the Amended Credit Agreement; and (b) no notices to, or consents, authorizations or approvals of, any instrument Person are required (other than any already given or document furnished pursuant hereto or thereto; (dobtained) appoints for its due execution and authorizes delivery of this Agreement and the performance of its obligations as a Lender under the Amended Credit Agreement. Furthermore, each New Lender agrees to execute and deliver such other instruments, and take such other actions, as the Administrative Agent to take such action as agent on its behalf may reasonably request in connection with the transactions contemplated by this Agreement, including that each New Lender shall promptly execute and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated deliver Annex I to the Administrative Agent Agent. Each New Lender by its signature to this Agreement acknowledges and agrees that, on the terms thereofdate hereof, together with each such powers as are incidental thereto; and (e) agrees that it will New Lender shall be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Amended Credit Agreement are required as fully and to be performed by it the same extent as a if such New Lender including, without limitation, if it is organized were an original Lender under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Amended Credit Agreement. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Incremental Assumption Agreement (Regal Rexnord Corp)

New Lenders. (a) Each By execution of this Amendment, each Person identified as a “Lender” on the signature pages hereto that is not already a Lender under the Credit Agreement (each such Person, a “New Lender”) hereby (i) acknowledges, agrees and confirms that, by its execution of this Amendment, such New Lender shall be deemed to be a party to the Credit Agreement as of the New Lenders First Amendment Effective Date 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 thereunder, and (ii) agrees to provide Commitments in the amounts set forth on Schedule 2.01 attached hereto. Each New Lender hereby ratifies, as of the First Amendment Effective Date, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Credit Agreement (as amended hereby). Each New Lender acknowledges that it has a participation interest in each Letter of Credit issued prior to the First Amendment Effective Date and any drawings thereunder. (b) Each 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 assignee under Section 11.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (C) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), from and agrees that it shall, on after the First Amendment Effective Date, become as amended hereby) as a Lender for all purposes thereunder and shall have the obligations of the Credit Agreement to the same extent as if originally a party theretoLender thereunder, with a Commitment as specified on Exhibit C-1 hereto. (bD) Each of the New Lenders (a) represents and warrants that it is legally authorized sophisticated with respect to its decision to enter into this Amendment and to become a Lender under the Credit Agreement and either it, or the Person exercising discretion in making its decision to enter into this Amendment and to become a Lender under the Credit Agreement; , is experienced in transactions of such type, (bE) confirms that it has received a copy of the Existing Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 6.05 or Section 7.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement; , (cF) agrees that it has made and willhas, 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 and to become a Lender under the Credit Agreement, and (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, duly completed and executed by such 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 Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eB) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) Each Loan Party agrees that, as of the First Amendment Effective Date, each New Lender shall 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 the rights and obligations of a Lender thereunder. (d) The address of each New Lender for notices for each purposes of the New Lenders for the purposes Section 11.02 of the Credit Agreement is as specified set forth in such New Lender’s Administrative Questionnaire delivered by such New Lender to the Administrative Agent on Exhibit C-2 heretoor before the First Amendment Effective Date, or such other address as shall be designated by such New Lender in accordance with Section 11.02 of the Credit Agreement.

Appears in 1 contract

Samples: First Amendment (Cantel Medical Corp)

New Lenders. Each New Lender (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Credit Documents and the exhibits and schedules thereto, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (cii) agrees that it has made and will, independently and without reliance upon the Term Administrative Agent Agent, the lead arrangers and bookrunners noted on the cover page hereof (the “Lead Arrangers”) 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Term Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto and the other Credit Documents as are delegated to the Term Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (eiv) agrees that it will be bound by the provisions perform all of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, as the case may be, in each case, in accordance with the terms thereof as set forth in the Credit Agreement. Each New Lender includingacknowledges and agrees that it shall become a “Tranche B-3 Term Loan Lender” and a “Term Loan Lender” under, without limitationand for all purposes of, if it is organized under the laws Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a jurisdiction outside the United States“Tranche B-3 Term Loan Lender” and a “Term Loan Lender” thereunder. The Borrower hereby consents, its obligation pursuant to for purposes of Section 2.15(e13.6(b)(i)(A) of the Credit Agreement. , to the assignment on or within ninety (c90) The address for notices for each days of the New Lenders for Amendment No. 6 Effective Date of any Tranche B-3 Term Loans by the purposes of Fronting Bank, to (A) any Person that was an Existing Term Lender on the Credit Agreement is as specified on Exhibit C-2 heretoAmendment No. 6 Effective Date (immediately prior to giving effect thereto) or (B) any assignees separately identified, and acceptable, to the Borrower.

Appears in 1 contract

Samples: First Lien Credit Agreement (Focus Financial Partners Inc.)

New Lenders. Each Increasing Term Loan Lender that prior to its execution of this Agreement is not a Lender hereby (a) Each represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, the Credit Agreement and the other Loan Documents and to become a Lender under the Credit Agreement and the other Loan Documents and perform all of its obligations thereunder, (ii) it meets all requirements to be an assignee under the New Lenders agrees to Credit Agreement, (iii) from and after the effectiveness of this Agreement, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its portion of the Term Loan (includingif any) as set forth on Schedule II hereto shall have the obligations of a Lender thereunder, as amended pursuant (iv) it is sophisticated with respect to decisions to participate in credit facilities of the type represented by the Credit Agreement, the other Loan Documents and this Agreement and either it, or the person exercising discretion in making its decision to participate in the credit facilities evidenced by the Credit Agreement, the other Loan Documents and this Agreement), and agrees that it shallis experienced with credit facilities of such type, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (bv) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 8.1 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that Agreement and to commit to make a portion of the Term Loan, on the basis of which it has made such analysis and will, decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and (vi) if it is a Foreign Lender, it has provided to the Administrative Agent and the Borrower duly completed and executed documentation required to be delivered by it pursuant to the terms of the Credit Agreement, (b) agrees that it will (i) 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 or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; Loan Documents and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their respective terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender and (c) consents to the application of the September 30, 2016 quarterly repayment installment of the Term Loan (including the application of the amounts of any mandatory prepayment to such quarterly repayment installment) to the Lenders that would be entitled to such repayment in accordance with Section 2(a) hereof, notwithstanding anything in the contrary in the Credit Agreement (including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) Sections 4.3 or 5.4 of the Credit Agreement). (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Jack in the Box Inc /New/)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with a Commitment such powers and discretion as specified on Exhibit C-1 hereto. (b) are reasonably incidental thereto. Each of the New Lenders (a) Lender represents and warrants that (a) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Fourth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; , (b) confirms that it has received a copy of the Existing Credit Agreement, together with Agreement and copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that Fourth Amendment and to become a Lender on the basis of which it has made such analysis and will, decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents (c) from and information as after the Fourth Amendment Effective Date, it shall deem appropriate at the time, continue be a party to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Petroquest Energy Inc)

New Lenders. (a) Each Lender party hereto that is not a party to the Credit Agreement as in effect immediately prior to the First Amendment Effective Date (collectively, the “New Lenders” and each a “New Lender”) hereby (i) agrees to provide Commitments and Loans in the amount and of the class set forth beside its name on Schedule 2.01 attached hereto and (ii) agrees that the initial Applicable Percentage of such New Lenders agrees Lender shall be as set forth on such Schedule. (b) Each New Lender represents and warrants that (i) 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, (ii) it meets all the requirements to be an assignee under Section 11.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes thereunder and, to the extent of its Commitments and Loans, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the Credit Agreement type represented by its Commitments and Loans and either it, or the Person exercising discretion in making its decision to the same extent as if originally a party theretoprovide its Commitments and Loans, with a Commitment as specified on Exhibit C-1 hereto. is experienced in acquiring assets of such type, (bv) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a6.01(a) and or (b) thereof thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment and to provide its Commitments and Loans, (vi) 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 and to provide its Commitments and Loans, and (vii) if it is a Foreign Lender, attached hereto is any 13568377v7 documentation required to be delivered by it pursuant to the terms of the Credit Agreement; , dxxx completed and executed by such New Lender. (c) Each New Lender agrees that (i) it has made and will, independently and without reliance upon the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (cd) The address for notices for each Loan Parties agree that, as of the First Amendment Effective Date, each New Lenders for the purposes of Lender shall (i) be a party to the Credit Agreement is as specified on Exhibit C-2 hereto.and the other Loan Documents,

Appears in 1 contract

Samples: Credit Agreement (Hecla Mining Co/De/)

New Lenders. (a) Each New Lender hereby agrees (i) to become a Lender under the Credit Agreement as of the Increase Effective Date with a Commitment as specified opposite its name on Annex A hereto and (ii) that it shall be deemed to be, and hereby becomes as of the Increase Effective Date, a party in all respect to the Credit Agreement and the other Loan Documents to which the Lenders are party and shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents. (b) Each New Lenders agrees to Lender (a) represents and warrants as of the Increase Effective Date that (i) from and after the Increase Effective Date, it shall be bound by the provisions of the Credit Agreement (includingand, as amended pursuant to this the extent of its Commitment under the Credit Agreement), and agrees that it shall, on shall have the Effective Date, become obligations of a Lender for all purposes of the Credit Agreement to the same extent as if originally a party theretothereunder, with a Commitment as specified on Exhibit C-1 hereto. (bii) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement (and this Agreement; ) on the basis of which it has made such analysis and decision, and (ciii) if it is a Foreign Lender, it has provided to the Administrative Agent documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender, and (b) agrees that (i) it has made and will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the that time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) Each New Lender further represents and warrants to the Administrative Agent, the LC Issuers and each other Lender that (i) it has the full power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection herewith or therewith, and (ii) this Agreement constitutes the legal, valid and binding obligation of such New Lender. (d) The address for notices for each of the undersigned New Lenders for the purposes of the Credit Agreement is as specified opposite its name on Exhibit C-2 Annex B hereto.

Appears in 1 contract

Samples: Incremental Commitment Agreement (Energy Transfer Equity, L.P.)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender was an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with a Commitment such powers and discretion as specified on Exhibit C-1 hereto. (b) are reasonably incidental thereto. Each of the New Lenders (a) Lender represents and warrants that (a) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; , (b) confirms that it has received a copy of the Existing Credit Agreement, together with Agreement and copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that Amendment and to become a Lender on the basis of which it has made such analysis and will, decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents (c) from and information as after the Sixth Amendment Effective Date, it shall deem appropriate at the time, continue be a party to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Civitas Resources, Inc.)

New Lenders. Each New Lender (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents and the exhibits and schedules thereto, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent Agent, the lead arranger or bookrunner noted on the cover page hereof (the “Lead Arranger”) 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and (eiv) agrees that it will be bound by the provisions perform all of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender includingLender, without limitationas the case may be, if it is organized under in each case, in accordance with the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of terms thereof as set forth in the Credit Agreement. Agreement and (cv) The address acknowledges and agrees that this Amendment and its respective Tranche B-1 Participation Notice constitutes a Refinancing Amendment for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto. Each New Lender acknowledges and agrees that it shall become a “Tranche B-1 Term Loan Lender” and a “Term Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a “Tranche B-1 Term Loan Lender” and a “Term Lender” thereunder.

Appears in 1 contract

Samples: Credit Agreement (Meredith Corp)

New Lenders. Each New Lender (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents and the exhibits and schedules thereto, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent Agent, or the Lead Arranger 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and (eiv) agrees that it will be bound by the provisions perform all of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender includingLender, without limitationas the case may be, if it is organized under in each case, in accordance with the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of terms thereof as set forth in the Credit Agreement. (c) The address . Each New Lender acknowledges and agrees that it shall become a “Tranche B-2 Term Loan Lender” and a “Term Lender” under, and for notices for each of the New Lenders for the all purposes of of, the Credit Agreement is as specified on Exhibit C-2 heretoand the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a “Tranche B-2 Term Loan Lender” and a “Term Lender” thereunder.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Installed Building Products, Inc.)

New Lenders. 1992 MSF International Ltd. and 1992 Tactical Credit Master Fund, L.P., each, is hereby joined as a “Lender” to the Agreement and each of the other Loan Documents (each, a “New Lender”), as applicable, and each such New Lender hereby joins in, ratifies and confirms all terms, conditions and other provisions set forth in the Agreement and the other Loan Documents made by or pertaining to the “Lenders”. Each New Lender hereby (a) Each of the New Lenders agrees to represents, warrants, and covenants that (i) it shall be bound by the provisions of the Credit Agreement (including, and the other Loan Documents and other instruments or documents furnished pursuant thereto as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes thereunder and shall have the obligations of the Credit Agreement to the same extent as if originally a party theretoLender thereunder, with a Commitment as specified on Exhibit C-1 hereto. (bii) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 6.1 of the Agreement, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment (and become a Lender under the Agreement and the other Loan Documents); and (cb) agrees that (i) it has made and will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. Each New Lender includingacknowledges and agrees that, without limitationas of the date hereof, if (x) it is organized under not a Lender in regards to the laws Existing Obligations or the First Amended and Restated Effective Date Advance and no such Obligations are owed to it (or will be owed to it as a result of joining as a jurisdiction outside “Lender” to the United StatesAgreement in accordance with the provisions hereof) and (y) it shall not be required to issue any Commitments, its obligation other than Subsequent Advance Commitments (solely to the extent it agrees to do so) pursuant to Section 2.15(e2.1(c) of the Credit Agreement, or make any Advances, other than Subsequent Advances (solely to the extent it agrees to do so) pursuant to Section 2.1(c) of the Agreement, in each case, subject to the terms and conditions set forth in the Agreement. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit and Security Agreement (SAExploration Holdings, Inc.)

New Lenders. (a) a. Each of the undersigned New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Dateeffective date of this Supplement pursuant to Section 3 below, become a Term Loan Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with and to extend a Term Loan Commitment in the amount of its applicable New Commitment Amount. Unless otherwise specified in this Supplement, for all purposes of the Credit Agreement (as specified on Exhibit C-1 heretoamended hereby), each of the New Lenders and its respective Term Loan Commitment shall be deemed to constitute a Term Loan Lender and a Term Loan Commitment, respectively, under and as defined in the Credit Agreement. (b) b. Each of the undersigned New Lenders (a) represents and warrants that it is legally authorized to enter into this AgreementSupplement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) Sections 9.1. and (b) thereof 9.2. thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementSupplement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Term Loan 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 or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, Term Loan Lender; and (f) if it is a Lender organized under the laws of a jurisdiction outside of the United StatesStates of America, its obligation confirms that it has delivered any documentation to the Administrative Agent and the Borrower required to be delivered by it pursuant to Section 2.15(e) the terms of the Credit Agreement, duly completed and executed by it. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Additional Term Loan Lender Supplement (RLJ Lodging Trust)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party each New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with a Commitment such powers and discretion as specified on Exhibit C-1 hereto. (b) are reasonably incidental thereto. Each of the New Lenders (a) Lender represents and warrants that (a) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this First Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; , (b) confirms that it has received a copy of the Existing Credit Agreement, together with Agreement and copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 5.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that First Amendment and to become a Lender on the basis of which it has made such analysis and will, decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents (c) from and information as after the First Amendment Effective Date, it shall deem appropriate at the time, continue be a party to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Stewart Information Services Corp)

New Lenders. Each Tranche A Incremental Term Loan Lender: (a) Each represents and warrants to the Administrative Agent and the Borrower that, as of the New Lenders agrees Incremental Term Facility Closing Date (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Supplement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from and after the Incremental Term Facility Closing Date, it shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes thereunder and shall have the obligations of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. Lender thereunder and (biii) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; Supplement and provide its Tranche A Incremental Term Commitment hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; (cb) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or theretoand the other Loan Documents; (c) agrees that it will perform in accordance to their terms, all obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender; and (d) appoints subject to the terms and authorizes conditions contained in Article IX of the Credit Agreement, appoints, designates, authorizes, and further consents to, Bank of America to act on its behalf as Administrative Agent and to take such action as agent on its behalf and to exercise such powers and discretion under this Supplement, the Tranche A Incremental Collateral Documents, the Credit Agreement or any instrument or document furnished pursuant hereto or thereto and the other Loan Documents as are delegated to the Administrative Agent by the terms thereofthereof and hereof, and to execute such documents for or on behalf of the Tranche A Incremental Term Loan Lenders as it deems necessary or desirable to effect the terms hereof, together with such powers as are reasonably incidental thereto; provided that, upon the occurrence and (econtinuance of an Event of Default under Section 8.01(f) agrees that it will be bound by the provisions of the Credit Agreement Agreement, following the written request of the Tranche A Required Lenders, Bank of America will appoint a sub-agent (which may include itself) reasonably acceptable to the Tranche A Required Lenders pursuant to Section 9.05 of the Credit Agreement, such sub-agent being designated to act as administrative agent in respect of the separate interests of the Tranche A Incremental Term Loan Lenders; provided further that, following any such appointment of a sub- agent after the occurrence and continuance an Event of Default under Section 8.01(f), the Tranche A Incremental Term Loan Lenders hereby expressly retain the right to remove Bank of America as such sub-agent, with or without cause, and appoint a successor sub-agent of the Administrative Agent with respect to the Tranche A Incremental Term Loans if the Tranche A Required Lenders so elect, which action will perform become effective immediately upon written notice to Bank of America (or such later date as may be specified in accordance with any such written notice) (it being understood that Bank of America hereby agrees to resign or otherwise effectuate its terms all the obligations which by removal in such capacity as a sub-agent pursuant to the terms of the Credit Agreement are required in such circumstances); provided further that, notwithstanding anything to the contrary in the Credit Agreement, no successor sub-agent of the Administrative Agent in respect of the Tranche A Incremental Term Loans shall be performed by it appointed without the written consent of the Tranche A Required Lenders, provided still further, notwithstanding same, or anything else herein contained, Bank of America may resign at any time, before or after the occurrence of an Event of Default, as a Lender includingAdministrative Agent or as sub-agent for the Tranche A Incremental Term Loan Lenders, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to all as more fully set forth in Section 2.15(e) 9.06 of the Credit Agreement. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Incremental Term Supplement (Seventy Seven Energy Inc.)

New Lenders. By its execution of this Amendment, each Lender other than an Existing Lender that is providing any portion of the Amended Facilities after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 2 Effective Date, it shall be a party to the Credit Agreement as a Lender, shall have all of the rights and be obligated to perform all of the obligations of a Lender thereunder and its Loans and Commitments to the Facilities shall be as set forth on the revised Schedule 2.01 attached as Annex D hereto (or, with respect to the New Term B Facility, maintained separately with the Administrative Agent). Each New Lender severally, and not jointly, further (a) Each represents and warrants that (i) 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, (ii) it meets all requirements of an Eligible Assignee under the New Lenders agrees to Credit Agreement, (iii) from and after the Amendment No. 2 Effective Date, it shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)a Lender thereunder and shall have the obligations of a Lender thereunder, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (biv) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreementthe Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any other Lender, agent or arranger; and (cb) agrees that (i) it has made and will, independently and without reliance upon on the Administrative Agent Agent, or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Kbr, Inc.)

New Lenders. (a) Each undersigned Increasing Lender agrees, subject to the terms and conditions of the New Lenders Credit Agreement, that on, and subject to the occurrence of, the Amendment No. 2 Effective Date its Commitment shall be automatically increased to the amount set forth opposite its name on Schedule 2.01. (b) Each undersigned Additional Lender agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on on, and subject to the occurrence of, the Amendment No. 2 Effective Date, automatically become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified equal to the amount set forth opposite its name on Exhibit C-1 heretoSchedule 2.01. (bc) Each of the New Lenders undersigned Additional Lender (a) represents and warrants that it is legally authorized to enter into this AgreementAmendment; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) 5.07 thereof, as applicable, and (b) thereof and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if Lender; and (f) represents and warrants that (A) it is organized under the laws of not a jurisdiction outside the United StatesDisqualified Institution, its obligation pursuant to Section 2.15(eand (B) of the Credit Agreementit is not (and immediately upon giving effect hereto will not be) a Defaulting Lender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Fiserv Inc)

New Lenders. Each New Lender (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (ai) represents and warrants that it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; , (bii) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Credit Documents, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment and the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender or agent thereunder; (ciii) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender or agent thereunder 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 or any instrument or document furnished pursuant hereto or theretoand the other Credit Documents; (div) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (ev) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. Each Lender includingrepresents and warrants that, without limitationin participating as a Lender, if it is organized engaged in making, acquiring or holding commercial loans in the ordinary course of its business, and not for the purpose of investing in the general performance or operations of the Borrower or any Subsidiary thereof or for the purpose of purchasing, acquiring or holding any other type of financial instrument, such as a security (and each Lender hereby agrees not to assert a claim in contravention of the foregoing, such as a claim under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreement. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.federal or state securities laws). |US-DOCS\154101332.9||

Appears in 1 contract

Samples: Credit Agreement (California Resources Corp)

New Lenders. (a) Each of Person executing this Amendment under the heading “Lender” that was not a Lender under the Existing Credit Agreement immediately prior to the Sixth Amendment Effective Date (each, a “New Lenders Lender”) hereby agrees to be bound by provide a Term B-4 Loan Commitment in the provisions amount set forth opposite its name on Schedule 2.01 and the initial Applicable Percentage of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a each such New Lender for all purposes of the Credit Agreement with respect to the same extent Term B-4 Loan shall be as if originally a party thereto, with a Commitment as specified on Exhibit C-1 heretoset forth therein. (b) Each of the New Lenders Lender (ai) represents and warrants that (A) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement; , (bB) confirms that it has received a copy of the Existing Amended Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a party to the Amended Credit Agreement; , and (cC) agrees that it has made and willhas, 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 and to become a party to the Amended Credit Agreement; 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 or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eB) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each Company agrees that, as of the Sixth Amendment Effective Date, each New Lenders Lender shall (i) be a party to the Amended Credit Agreement and the other Loan Documents, (ii) be a “Lender” with respect to its Loans and Commitments for the all purposes of the Amended Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Amended Credit Agreement and the other Loan Documents. Each New Lender agrees that it will have the rights and obligations of a Lender under the Amended Credit Agreement and the other Loan Documents. (d) The address of each New Lender for purposes of all notices and other communications is as specified set forth on Exhibit C-2 heretothe Administrative Questionnaire delivered by such New Lender to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Global Payments Inc)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the Initial Financial Statements and the most recent financial statements delivered pursuant to Section 8.01 of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the First Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

New Lenders. (a) Each of the New Lenders Incremental Lender acknowledges and agrees that no Lender party to be bound by the provisions of the Credit Agreement (includingi) has made any representation or warranty and shall have no responsibility with respect to any statements, as amended pursuant to this Agreement)warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or the execution, and agrees that it shalllegality, on the Effective Datevalidity, become a Lender for all purposes enforceability, genuineness, sufficiency or value of the Credit Agreement Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; or (ii) has made any representation or warranty and shall have no responsibility with respect to the same extent as if originally a party financial condition of any Borrower or any other obligor or the performance or observance by any Borrower or any obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) Incremental Lender represents and warrants that it is legally authorized to enter into this Agreement; Amendment, and each new Incremental Lender (bi) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) 7.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; (cii) agrees that it has made and will, independently and without reliance upon the Lenders, the Administrative Agent or any other Lender Agent 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 Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (diii) appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative such Agent by the terms thereof, together with such powers as are incidental thereto; and (eiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Sprague Resources LP)

New Lenders. (a) 3.1 Each of the undersigned financial institutions that is not a party to the Credit Agreement prior to the Second Amendment Effective Date (each, an “New Lenders Lender”) agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Second Amendment Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party theretoAgreement, with a an Additional Term Loan Commitment as specified set forth on Exhibit C-1 Schedule 2.01 attached hereto. 3.2 Each undersigned New Lender (b) Each of the New Lenders (ai) represents and warrants that it is legally authorized to enter into this AgreementAmendment; (bii) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) 5.04 thereof, as applicable, and (b) thereof and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; (ciii) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (div) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (ev) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Wellcare Health Plans, Inc.)

New Lenders. Each New Lender hereby (ai) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant commit to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with provide a Commitment as specified in the amount described on Exhibit C-1 Schedule 1.01(b) attached hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) Lender confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof thereunder and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender or agent thereunder 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and (eiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Administrative Agent and LC Issuer consent to (i) each New Lender including, without limitation, if it is organized joining the Credit Agreement as a Lender and (ii) each of OZK and Frost Bank being named a Joint Lead Arranger under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreement. (c) The address . From and after the Increase Effective Date each New Lender shall be deemed to be a party to the Credit Agreement, and a “Lender” for notices for each of the New Lenders for the all purposes of the Credit Agreement is as specified on Exhibit C-2 heretoand 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.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (Stellus Capital Investment Corp)

New Lenders. Each Continuing Lender that is not an Existing Lender (aeach such Continuing Lender, a “New Lender”) Each acknowledges and agrees that none of the New Lenders agrees Administrative Agent, the Amendment Arranger, any Arranger, any Existing Lender or any Continuing Lender (i) has made any representation or warranty and none of them shall have any responsibility with respect to be bound by any statements, warranties or representations made in or in connection with the provisions Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; or (including, as amended pursuant ii) has made any representation or warranty and none of them shall have any responsibility with respect to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes financial condition of any Borrower or any other obligor or the performance or observance by any Borrower or any obligor of any of their respective obligations under the Credit Agreement to the same extent as if originally a party or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) Lender represents and warrants that it is legally authorized to enter into this Agreement; Amendment, and each New Lender (bi) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 7.1 of the Existing Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; (cii) agrees that it has made and will, independently and without reliance upon the Lenders, the Administrative Agent or any other Lender Agent 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 Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (diii) appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative such Agent by the terms thereof, together with such powers as are incidental thereto; and (eiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Amended and Restated Credit Agreement (Sprague Resources LP)

New Lenders. (a) Each By its execution of the this Amendment, each of U.S. Bank National Association and Cadence Bank, N.A. (each, a “New Lenders Lender”) agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement and to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 heretoto the Credit Agreement and agrees to be bound by and entitled to the benefits of the Credit Agreement. (b) Each of the New Lenders Lender, severally and not jointly, hereby (ai) represents and warrants that it is legally authorized to enter into this Amendment and become a “Lender” under the Credit Agreement; (bii) confirms that it has received a copy of the Existing Credit Agreement, together with the copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) 6.2 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and become a “Lender” under the Credit Agreement; (ciii) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or theretoAgreement; (div) appoints and authorizes the Administrative Agent to take such any action as agent on its behalf and to exercise such any powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as Loan Documents that are delegated to the Administrative Agent by the terms thereofof the Loan Documents, together with such all powers as that are reasonably incidental thereto; and (ev) agrees that it will be bound by the provisions of the Credit Agreement and will shall perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Comfort Systems Usa Inc)

New Lenders. The parties hereto hereby acknowledge and agree that: (a) Each of the undersigned financial institutions that is not a party to the Credit Agreement prior to the Amendment No. 1 Effective Date (each, a “New Lenders Lender”) agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Amendment No. 1 Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party theretoAgreement, with a Commitment as specified set forth on Exhibit C-1 Schedule 2.01 attached hereto. (b) Each of the undersigned New Lenders Lender (a) represents and warrants that (i) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment and to consummate the transactions contemplated hereby and by the Credit Agreement and to become a Lender under the Credit Agreement; , (bii) confirms it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Amendment No. 1 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, and (iv) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment (and become party to the Credit Agreement as amended hereby) on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (cb) agrees that (i) it has made and will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofother Loan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (NetApp, Inc.)

New Lenders. (a) Each The New Lenders hereby join in, become a party to, and agree to comply with and be bound by the terms and conditions of the New Credit Agreement as Lenders agrees thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally the New Lenders were an original signatory thereto. The New Lenders hereby appoint and authorize the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. The New Lenders represent and warrant that (a) each such New Lender has full power and authority, and has taken all action necessary, to execute and deliver this Amendment No. 2, to consummate the transactions contemplated hereby and to become a party theretoLender under the Credit Agreement, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the each such New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it Lender has received a copy of the Existing Credit Agreement, together with Agreement and copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 7.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that Amendment No. 2 and to become a Lender on the basis of which it has made such analysis and will, decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the timeLender, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (ec) agrees that it will from and after the Amendment No. 2 Effective Date, each such New Lender shall be a party to and be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Atlas Pipeline Partners Lp)

New Lenders. The parties hereto hereby acknowledge and agree that: (a) Each of the undersigned financial institutions that is not a party to the Credit Agreement prior to the Amendment No. 3 Effective Date (each, an “New Lenders Lender”) agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Amendment No. 3 Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party theretoAgreement, with a Commitment as specified set forth on Exhibit C-1 Schedule 1.01 attached hereto. (b) Each of the undersigned New Lenders Lender (a) represents and warrants that (i) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment and to consummate the transactions contemplated hereby and by the Credit Agreement and to become a Lender under the Credit Agreement; , (bii) confirms it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Amendment No. 3 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, and (iv) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAgreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any Lender or any Issuing Bank; and (cb) agrees that (i) it has made and will, independently and without reliance upon on the Administrative Agent Agent, any Lender or any other Lender Issuing Bank, 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 or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofother Loan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Bard C R Inc /Nj/)

New Lenders. Each New Lender (a) Each of represents and warrants to the New Lenders agrees Existing Lenders, the Administrative Agent and the Collateral Agent that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an Eligible Assignee, (iii) from and after the Syndication Date, it shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes thereunder and, to the extent of the Credit Agreement relevant Assigned Interest assigned to it, shall have the same extent as if originally obligations of a party theretoLender thereunder, (iv) it is sophisticated with a Commitment as specified on Exhibit C-1 hereto. (b) Each respect to decisions to acquire assets of the New Lenders type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (av) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with and has received or has been given the opportunity to receive copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Agreement; Agreement and to purchase such Assigned Interest, (cvi) agrees that it has made and willhas, independently and without reliance upon the Administrative Agent or any other Lender or Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (vii) if it is a Foreign Lender, it has delivered, or will, within the period required under the Credit Agreement, deliver to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Existing Lender or any other Lender or Secured Party, 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 or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Amendment, Restatement and Syndication Agreement (Genpact LTD)

New Lenders. Each New Lender (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Credit Documents and the exhibits and schedules thereto, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (cii) agrees that it has made and will, independently and without reliance upon the Term Administrative Agent Agent, the Collateral Agent, the lead arrangers and bookrunners noted on the cover page hereof (the “Lead Arrangers”) or any other Lender or Agent 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Term Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto and the other Credit Documents as are delegated to the Term Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (eiv) agrees that it will be bound by the provisions perform all of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, as the case may be, in each case, in accordance with the terms thereof as set forth in the Credit Agreement and (v) confirms that the Fronting Bank, in such capacity, shall consent to the Limited Waivers. Each New Lender includingacknowledges and agrees that it shall become a “Tranche B-5 Term Loan Lender” and a “Term Loan Lender” under, without limitationand for all purposes of, if it is organized under the laws Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a jurisdiction outside the United States“Tranche B-5 Term Loan Lender” and a “Term Loan Lender” thereunder. The Borrower hereby consents, its obligation pursuant to for purposes of Section 2.15(e13.6(b)(i)(A) of the Credit Agreement. , to the assignment on or within ninety (c90) The address for notices for each days of the New Lenders for Amendment No. 10 Effective Date of any Tranche B-5 Term Loans by the purposes of Fronting Bank, to (A) any Person that was a Lender on the Credit Agreement is as specified on Exhibit C-2 heretoAmendment No. 10 Effective Date (immediately prior to giving effect thereto) or (B) any assignees separately identified, and acceptable, to the Borrower.

Appears in 1 contract

Samples: First Lien Credit Agreement (Focus Financial Partners Inc.)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as amended hereby as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)hereby, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fourth Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fourth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the Fourth Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement as amended hereby and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (WildHorse Resource Development Corp)

New Lenders. 4.1. Upon the effectiveness of this Amendment, each of Cooperatieve Rabobank U.A., New York Branch (a“Rabobank”) Each and ING Capital LLC (“ING”; and together with Rabobank, the “New Lenders” and individually, a “New Lender”) (i) shall be deemed automatically to have become a party to the Credit Agreement as a Lender, and have all the rights and obligations of a “Lender” under the New Lenders Credit Agreement, (ii) shall have a Commitment in the amount set forth on Schedule 1 to the Credit Agreement, and (iii) agrees to be bound by the provisions terms and conditions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party it were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) 4.2. Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) Lender hereby confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents and the exhibits related thereto, together with copies of the financial statements most recently documents which were required to be delivered pursuant under the Credit Agreement as a condition to Section 6.1(a) the making of the Loans and (b) thereof other extensions of credit thereunder. Each New Lender acknowledges and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and willwill continue to make, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the timehas deemed appropriate, continue to make its own credit analysis and decisions in taking relating to the Credit Agreement. Each New Lender further acknowledges and agrees that the Administrative Agent has not made any representations or not taking action under warranties about the credit worthiness of any Loan Party or any of its Subsidiaries or any other party to the Credit Agreement or any instrument other Loan Document or document furnished pursuant hereto with respect to the legality, validity, sufficiency or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under enforceability of the Credit Agreement or any instrument other Loan Document or document furnished pursuant hereto the value of any security therefor. 4.3. On the date that the conditions precedent set forth in Section 2 of this Amendment are satisfied or thereto as are delegated waived, the Lenders each agree to make such purchases and sales of interests in the outstanding Loans and Letters of Credit between themselves so that each Lender is then holding its relevant Percentage of outstanding Loans and Letters of Credit. Such purchases and sales shall be arranged through the Administrative Agent by the terms thereof, together with and each Lender hereby agrees to execute such powers as are incidental thereto; further instruments and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitationdocuments, if it is organized under any, as the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementAdministrative Agent may reasonably request in connection therewith. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Intl Fcstone Inc.)

New Lenders. Each entity executing this Agreement under the heading “New Lender” on the signature pages hereto (aeach a “New Lender”) Each of the New Lenders hereby agrees to be bound by provide a Revolving Commitment in the provisions of the Credit Agreement (including, amount set forth beside its name on Schedule 1.1A as amended pursuant to this Agreement), and agrees that it shall, in effect on the Effective Closing Date, become a . Each New Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (ai) represents and warrants that (A) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Agreement; Agreement and to consummate the transactions contemplated hereby and to become a Lender hereunder, (bB) confirms that it has received a copy or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof Agreement and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Agreement; Agreement and to become a party hereto, and (cC) agrees that it has made and willhas, 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 Agreement and to become a party hereto; 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 or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eB) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender includingLender. The Borrowers agree that, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) as of the Credit Closing Date, each New Lender shall (i) be a party to this Agreement. , (cii) The address be a “Lender” with respect to its Loans and Commitments for notices for each of the New Lenders for the all purposes of this Agreement and the Credit Agreement is as specified on Exhibit C-2 heretoother Loan Documents, and (iii) have the rights and obligations of such a Lender hereunder and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (SunCoke Energy, Inc.)

New Lenders. (a) Each New Lender hereby agrees (i) to become a Lender under the Credit Agreement as of the Increase Effective Date (as defined below) with a Commitment as specified opposite its name on Annex A hereto and (ii) that it shall be deemed to be, and hereby becomes as of the Increase Effective Date, a party in all respect to the Credit Agreement and the other Loan Documents to which the Lenders are party and shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents. (b) Each New Lenders agrees to Lender (a) represents and warrants as of the Increase Effective Date that (i) from and after the Increase Effective Date, it shall be bound by the provisions of the Credit Agreement (includingand, as amended pursuant to this the extent of its Commitment under the Credit Agreement), and agrees that it shall, on shall have the Effective Date, become obligations of a Lender for all purposes of the Credit Agreement to the same extent as if originally a party theretothereunder, with a Commitment as specified on Exhibit C-1 hereto. (bii) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement (and this Agreement; ) on the basis of which it has made such analysis and decision, and (ciii) if it is a Foreign Lender, it has provided to the Administrative Agent documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender, and (b) agrees that (i) it has made and will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the that time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) Each New Lender further represents and warrants to the Administrative Agent, the LC Issuers and each other Lender that (i) it has the full power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection herewith or therewith, and (ii) this Agreement constitutes the legal, valid and binding obligation of such New Lender. (d) The address for notices for each of the undersigned New Lenders for the purposes of the Credit Agreement is as specified opposite its name on Exhibit C-2 Annex B hereto.

Appears in 1 contract

Samples: Incremental Commitment Agreement (Energy Transfer Equity, L.P.)

New Lenders. (a) Each On the Effective Date, substantially contemporaneously with the reallocation described in Section 2.10 each person identified as a “New Lender” on the signature pages hereto (each, a “New Lender”) shall make a payment to the Administrative Agent, for the account of the other Lenders, in an amount calculated by the Administrative Agent in accordance with such section, so that after giving effect to such payment and to the distribution thereof to other Lenders, the Loans are held ratably by the Lenders in accordance with the respective Commitments of such Lenders. (b) As of the Effective Date, each New Lenders agrees to Lender shall become a Lender under the Credit Agreement and shall have all the rights and obligations of a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto. (c) Each New Lender (a) represents and warrants that (i) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)a Lender thereunder and shall have the obligations of a Lender thereunder, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (bii) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial consolidated statement of assets and liabilities and the related consolidated statements most recently of operations, changes in net assets and cash flows and related schedule of investments of the Borrower and its Subsidiaries as of and for the fiscal year ended September 30, 2013, delivered pursuant to Section 6.1(a5.01(a) and (b) thereof thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAgreement and to make such Loans on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (cb) agrees that (i) it has made and will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (Medley Capital Corp)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with a Commitment such powers and discretion as specified on Exhibit C-1 hereto. (b) are reasonably incidental thereto. Each of the New Lenders (a) Lender represents and warrants that (a) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this First Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; , (b) confirms that it has received a copy of the Existing Credit Agreement, together with Agreement and copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 7.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that First Amendment and to become a Lender on the basis of which it has made such analysis and will, decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents (c) from and information as after the First Amendment Effective Date, it shall deem appropriate at the time, continue be a party to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Granite Ridge Resources, Inc.)

New Lenders. (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; the Administrative Agent as follows: (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement and all amendments thereto, together with copies of the most recent financial statements most recently of the Borrower delivered pursuant to Section 6.1(athereto; (ii) it has, independently and (b) thereof without reliance upon any Agent-Related Person and based on such other documents and information as it has deemed appropriate to make appropriate, made its own credit analysis appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated by the Credit Agreement, and made its own decision to enter into this the Credit Agreement and to extend credit to the Borrower and the other Loan Parties under the Credit Agreement; ; (ciii) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, and other condition and creditworthiness of the Borrower and the other Loan Parties. (b) Each New Lender acknowledges as follows: (i) no Agent-Related Person has made any representation or any instrument or document furnished pursuant hereto or thereto; (d) appoints warranty to it, and authorizes no act by the Administrative Agent hereafter taken, including any consent to take such action and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as agent to any matter, including whether Agent-Related Persons have disclosed material information in their possession; (ii) except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent pursuant to the Credit Agreement, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person; and (iii) on its behalf the Increase Closing Date and subject to exercise such powers the satisfaction of the conditions to effectiveness set forth in this Section 5 of this Agreement, it shall be deemed automatically to have become a party to the Credit Agreement and discretion have all rights and obligations of a Lender under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementwere an original Lender signatory thereto. (c) The address for notices for each On the Closing Date and subject to the satisfaction of the conditions to effectiveness set forth in Section 5 of this Agreement, each New Lender agrees to be bound by the terms and conditions set forth in the Credit Agreement and the other Loan Documents applicable to the Lenders for as if it were an original Lender signatory thereto (and expressly makes the purposes appointment set forth in, and agrees to the obligations imposed under, Article IX of the Credit Agreement is as specified on Exhibit C-2 heretoAgreement).

Appears in 1 contract

Samples: Commitment Increase Agreement (Meritage Homes CORP)

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New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)hereby, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the Fifth Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement as amended hereby and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Memorial Resource Development Corp.)

New Lenders. (a) Each On the Effective Date, substantially contemporaneously with the reallocation described in Section 2.9 each person identified as a “New Lender” on the signature pages hereto (each, a “New Lender”) shall make a payment to the Administrative Agent, for the account of the other Lenders, in an amount calculated by the Administrative Agent in accordance with such section, so that after giving effect to such payment and to the distribution thereof to other Lenders, the Loans are held ratably by the Lenders in accordance with the respective Commitments of such Lenders. (b) As of the Effective Date, each New Lenders agrees to Lender shall become a Lender under the Credit Agreement and shall have all the rights and obligations of a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto. (c) Each New Lender (a) represents and warrants that (i) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)a Lender thereunder and shall have the obligations of a Lender thereunder, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (bii) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial consolidated statement of assets and liabilities and the related consolidated statements most recently of operations, changes in net assets and cash flows and related schedule of investments of the Borrower and its Subsidiaries (if any) as of and for the fiscal quarter ended March 31, 2014, delivered pursuant to Section 6.1(a5.01(a) and (b) thereof thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAgreement and to make such Loans on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (cb) agrees that (i) it has made and will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; Loan Documents and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations by which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (Sierra Income Corp)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Amended Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Amended Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Second Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Amended Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 5.01 of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the Second Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (WPX Energy, Inc.)

New Lenders. (a) Each By its execution of this Amendment, each New Lender shall become a party to the Credit Agreement as of the New Lenders agrees date first above written and shall have all the rights and obligations, severally and not jointly, of a “Lender” under the Credit Agreement and the other Loan Documents as if each were an original signatory thereto, and shall agree, and does hereby agree, severally and not jointly, to be bound by the provisions of terms and conditions set forth in the Credit Agreement (includingand the other Loan Documents to which the Lenders are a party, in each case, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party each were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the The New Lenders Lender hereby (a) represents and warrants that it is legally authorized to enter into this Amendment and become a “Lender” under the Credit Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with the copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) 5.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and become a “Lender” under the Credit Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (d) confirms that it is a New Lender under the Credit Agreement, as defined therein; (e) appoints and authorizes the Administrative Agent to take such action as an agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (ef) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if Lender; and (g) agrees that it is organized under will keep confidential all information with respect to the laws of a jurisdiction outside Borrower furnished to it by the United States, its obligation pursuant Borrower or the other Lenders (other than information generally available to Section 2.15(e) of the Credit Agreement. (c) The address for notices for each of public or otherwise available to the New Lenders for the purposes of the Credit Agreement is as specified Lender on Exhibit C-2 heretoa non-confidential basis).

Appears in 1 contract

Samples: Credit Agreement (Cardtronics Inc)

New Lenders. (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (ai) represents and warrants that it is legally authorized to enter into this Agreement; (bii) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ciii) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (div) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (ev) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreement. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Air Lease Corp)

New Lenders. On the Amendment No. 1 Effective Date, upon the execution by each person that is a signatory hereto as a Lender but that was not a party to the Credit Agreement prior to giving effect to this Amendment (a) Each of each a “New Lender”), such New Lender shall become a “Lender” under, and for all purposes of, the New Lenders agrees Credit Agreement and the other Loan Documents, with the Loans and Commitments described in Section 7 below, and shall be subject to be and bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)terms thereof, and agrees that it shall, on shall perform all the Effective Date, become obligations of and shall have all rights of a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. thereunder. Each New Lender: (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents and the exhibits thereto, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and (eiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e2.17(e) of the Credit Agreement. (c) The address for notices for each of the New Lenders for the . For purposes of the Credit Agreement is Agreement, the initial notice address of each New Lender shall be as specified set forth on Exhibit C-2 its signature page hereto.

Appears in 1 contract

Samples: Credit Agreement (Apollo Global Management LLC)

New Lenders. Each New Lender (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (ai) represents and warrants that it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; , (bii) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Credit Documents, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment and the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender or agent thereunder; (ciii) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender or agent thereunder 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 or any instrument or document furnished pursuant hereto or theretoand the other Credit Documents; (div) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (ev) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. Each Lender includingrepresents and warrants that, without limitationin participating as a Lender, if it is organized engaged in making, acquiring or holding commercial loans in the ordinary course of its business, and not for the purpose of investing in the general performance or operations of the Borrower or any Subsidiary thereof or for the purpose of purchasing, acquiring or holding any other type of financial instrument, such as a security (and each Lender hereby agrees not to assert a claim in contravention of the foregoing, such as a claim under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementfederal or state securities laws). (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (California Resources Corp)

New Lenders. (a) Each of the undersigned financial institutions that is not a party to the Credit Agreement prior to the effective date of this Amendment (each, an “New Lenders Lender”) agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Dateeffective date of this Amendment, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party theretoAgreement, with a Commitment as specified set forth on Exhibit C-1 Schedule 2.01 attached hereto. (b) Each of the undersigned New Lenders Lender (a) represents and warrants that (i) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment and to consummate the transactions contemplated hereby and by the Credit Agreement and to become a Lender under the Credit Agreement; , (bii) confirms it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the effective date of this Amendment, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (cb) agrees that (i) it has made and will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofother Loan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Coach Inc)

New Lenders. (a) Each of The parties hereto (other than the Departing Lenders) confirm and agree that, from and after the date hereof, each New Lenders agrees to Lender shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to and the same extent as if originally a party thereto, with a other Documents having the Individual Commitment as specified Amount set forth opposite its name on Exhibit C-1 heretoA hereto and all references herein or therein to "Lenders" or a "Lender" shall be deemed to include each New Lender. (b) Each of the New Lenders (a) represents and warrants Lender hereby agrees that it is legally authorized will be bound by the Credit Agreement and the other Documents as a Lender to enter into this Agreement; (b) confirms that the extent of its Individual Commitment Amount as fully as if it has received a copy of had been an original party to the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; . (c) agrees that it has made and willWithout in any way limiting the other provisions hereof, independently and without reliance upon the Administrative Agent or any other each New 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 or any instrument or document furnished pursuant hereto or thereto; (d) irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto and the other Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform , all in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) provisions of the Credit Agreement. (cd) The address Each New Lender acknowledges to the Agent that the New Lender has itself been, and will continue to be, solely responsible for notices for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of each Borrower and its Subsidiaries, all of the matters and transactions contemplated herein and in the Credit Agreement and other Documents and all other matters incidental to the Credit Agreement and the other Documents. Each New Lenders Lender confirms with the Agent that it does not rely, and it will not hereafter rely, on the Agent: (i) to check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by each Borrower, its Subsidiaries or any other person under or in connection with the Credit Agreement and other Documents or the transactions therein contemplated (whether or not such information has been or is hereafter distributed to it by the Agent); or (ii) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of each Borrower and its Subsidiaries. (e) Each New Lender acknowledges to the Agent that a copy of the Credit Agreement (including a copy of the schedules annexed thereto) has been made available to it for review and further acknowledges and agrees that it has received copies of such other Documents and such other information that it has requested for the purposes of its investigation and analysis of all matters related to this Agreement, the Credit Agreement, the other Documents and the transactions contemplated hereby and thereby. Each New Lender acknowledges to the Agent that it is satisfied with the form and substance of the Credit Agreement (as amended and supplemented hereby) and the other Documents. (f) Each of the Swing Line Lender, the Fronting Lender and the Agent hereby consents to the addition and novation of each New Lender into the Credit Agreement as a Lender and agrees to recognize the New Lender as a Lender under the Credit Agreement as fully as if the New Lender had been an original party to the Credit Agreement. (g) Each Lender (for certainty, including each New Lender) agrees that its Individual Commitment Amount shall be as set out in Exhibit A attached hereto and accordingly, Schedule A to the Credit Agreement is as specified on deleted and replaced with Exhibit C-2 A attached hereto.

Appears in 1 contract

Samples: Credit Agreement (ENERPLUS Corp)

New Lenders. (a) Each of the undersigned financial institutions that is not a party to the Credit Agreement prior to the Amendment No. 1 Effective Date (each, a “New Lenders Lender”) agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Amendment No. 1 Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party theretoAgreement, with a 2018 Revolving Global Commitment as specified set forth on Exhibit C-1 hereto.Schedule 2.01 attached hereto as Annex A. (b) Each of the undersigned New Lenders Lender (a) represents and warrants that (i) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment and to consummate the transactions contemplated hereby and by the Credit Agreement and to become a Lender under the Credit Agreement; , (bii) confirms it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Amendment No. 1 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, and (iv) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any Lender or the Issuing Bank; and (cb) agrees that it has made and will, will (i) independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofother Loan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Vistaprint N.V.)

New Lenders. (a) Each Person party to this Amendment as a Lender that is not a “Lender” under the Credit Agreement as in effect prior to the effectiveness of this Amendment (each such Person, a “New Lender”) shall be deemed to be, and hereby is, a Lender under the Credit Agreement for all purposes thereunder. Upon the effectiveness of this Amendment, each New Lenders Lender and each other Person party hereto hereby agrees to and acknowledges that each New Lender shall be bound by the provisions of a “Lender” under the Credit Agreement (including, as amended pursuant after giving effect to this Agreement), Amendment) and agrees that it shall, on each other Loan Document and shall have the Effective Date, become rights and obligations of a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. thereunder. Each New Lender hereby (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement (as in effect after giving effect to this Amendment) and the other Loan Documents, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof thereto and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this become a Lender under the Credit Agreement; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement (after giving effect to this Amendment), the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (eiv) agrees that it will be bound by the provisions of the Credit Agreement (as in effect after giving effect to this Amendment) and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement (as in effect after giving effect to this Amendment) are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e2.18(d) of the Credit AgreementAgreement (as in effect after giving effect to this Amendment). (cb) The address for notices for each Each Lender (other than a New Lender) that shall simultaneously with effectiveness of this Amendment consummate the New Lenders for the purposes transfers, if any, contemplated by Section 2.4(c) of the Credit Agreement (as amended hereby) (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement (as in effect after giving effect to this Amendment) or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that such Lender has not created any adverse claim upon the interest being transferred by it hereunder and that such interest is free and clear of any such adverse claim; and (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower, any of its Subsidiaries or any other obligor or the performance or observance by such Borrower, any of its Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement (as specified on Exhibit C-2 heretoin effect after giving effect to this Amendment) or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto.

Appears in 1 contract

Samples: Credit Agreement (Delek US Holdings, Inc.)

New Lenders. JPMorgan Chase Bank, N.A. (a“New Lender”) Each of the New Lenders hereby agrees to be bound by perform all obligations with respect to its respective Commitment as if such New Lender were an original Lender under and signatory to the provisions of Credit Agreement having a Commitment equal to its respective Commitment as set forth on Schedule I attached to the Credit Agreement (including, as amended pursuant to this Agreementhereby), and agrees that it shallwhich obligations shall include, on without limitation, the Effective Date, become a Lender for all purposes of obligation to indemnify the Agent as provided in the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. Agreement. Each New Lender (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement (as amended hereby), together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof requested by such New Lender and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and become a party to the Credit Agreement; , (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; Loan Documents, (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and , (eiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender includingLender, without limitation, if it is organized under (v) agrees that its payment instructions and notice instructions are as set forth in the laws of a jurisdiction outside the United States, its obligation pursuant attachment to Section 2.15(e) of the Credit Agreement. (c) The address for notices for each of the New Lenders for the purposes of Schedule I attached to the Credit Agreement is (as specified on Exhibit C-2 heretoamended hereby), and (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA.

Appears in 1 contract

Samples: Credit Agreement (Kite Realty Group, L.P.)

New Lenders. By its execution of this Amendment, each Pro Rata Lender other than an Existing Lender that is providing any portion of the Amended Facilities after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 5 Effective Date, it shall be a party to the Credit Agreement as a Lender, shall have all of the rights and be obligated to perform all of the obligations of a Lender thereunder and its Loans and Commitments to the Pro Rata Facilities shall be as set forth on the revised Schedule 2.01 attached as Annex D hereto. Each New Lender severally, and not jointly, further (a) Each represents and warrants that (i) 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, (ii) it meets all requirements of an Eligible Assignee under the New Lenders agrees to Credit Agreement, (iii) from and after the Amendment No. 5 Effective Date, it shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)a Lender thereunder and shall have the obligations of a Lender thereunder, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (biv) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreementthe Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any other Lender, agent or arranger; and (cb) agrees that (i) it has made and will, independently and without reliance upon on the Administrative Agent Agent, or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Kbr, Inc.)

New Lenders. Each New Lender, the Agent and each Loan Party party hereto acknowledges and agrees that on the First Amendment Effective Date, upon each New Lender’s execution of this First Amendment, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Revolving Commitment (athe “New Commitments”) Each of the New Lenders agrees as set forth on Exhibit B to this First Amendment and shall be subject to and bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)terms thereof, and agrees that it shall, on shall perform all the Effective Date, become obligations of and shall have all rights of a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. thereunder. Each New Lender (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents and the exhibits thereto, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementFirst Amendment; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and (eiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e2.17(e) of the Credit Agreement. (c) The address for notices for each of the New Lenders for the . For purposes of the Credit Agreement is Agreement, the initial notice address of each New Lender shall be as specified set forth on Exhibit C-2 heretoits signature page.

Appears in 1 contract

Samples: Credit Agreement (Northern Tier Energy LP)

New Lenders. Each New Lender hereby (ai) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant commit to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with provide a Commitment as specified in the amount described on Exhibit C-1 Schedule A attached hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) Lender confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof thereunder and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender or agent thereunder 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and (eiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Administrative Agent and LC Issuer consent to each New Lender including, without limitation, if it is organized under joining the laws of Credit Agreement as a jurisdiction outside Lender. From and after the United States, its obligation pursuant Increase Effective Date each New Lender shall be deemed to Section 2.15(e) of be a party to the Credit Agreement. (c) The address , and a “Lender” for notices for each of the New Lenders for the all purposes of the Credit Agreement is as specified on Exhibit C-2 heretoand 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.

Appears in 1 contract

Samples: Credit Agreement (Stellus Private Credit BDC)

New Lenders. Each undersigned New Lender (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit ULCA, the Amended and Restated Security Agreement and the other Loan Documents, and the Equal Priority ICA Joinder Agreement, together with copies of the financial statements most recently required to be delivered pursuant to Section 6.1(a) 5.1 of the Existing ULCA for the fiscal year ending December 31, 2021 and (b) thereof the fiscal quarter ending June 30, 2022 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment Agreement and to become a Lender (and, if applicable (as provided in Annex II), Issuing Bank) party to the ULCA independently and without reliance upon the Administrative Agent, the ULCA Collateral Agent or any other Lender; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent, the ULCA Collateral 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 appraisal of, and investigation into, the business, operations, property, prospects, financial and other conditions and creditworthiness of the Borrower and the other Loan Parties and will make its own credit analysis, appraisal, and decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or theretoLoan Documents; (diii) appoints and authorizes the Administrative Agent and the ULCA Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Loan Documents and pursuant to the Equal Priority ICA Joinder Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent and/or to the ULCA Collateral Agent by the terms thereof, together with such powers as are incidental thereto; and (eiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, Lender; (v) specifies as its domestic lending office (and address for notices) the office set forth beneath its name on its signature page hereof; and (vi) if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant it has delivered to the Borrower and the Administrative Agent the Internal Revenue Service forms required by of Section 2.15(e2.3(g) of the Credit Agreement. (c) The address for notices for each ULCA. As of the Second Amendment Effective Date, (x) each New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.Lender

Appears in 1 contract

Samples: Uncommitted Letter of Credit and Reimbursement Agreement (New Fortress Energy Inc.)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party each New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with a Commitment such powers and discretion as specified on Exhibit C-1 hereto. (b) are reasonably incidental thereto. Each of the New Lenders (a) Lender represents and warrants that (a) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Second Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; , (b) confirms that it has received a copy of the Existing Credit Agreement, together with Agreement and copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 5.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that Second Amendment and to become a Lender on the basis of which it has made such analysis and will, decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents (c) from and information as after the Second Amendment Effective Date, it shall deem appropriate at the time, continue be a party to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Stewart Information Services Corp)

New Lenders. (a) Each On the Effective Date, substantially contemporaneously with the reallocation described in Section 2.10 each person identified as a “New Lender” on the signature pages hereto (each, a “New Lender”) shall make a payment to the Administrative Agent, for the account of the other Lenders, in an amount calculated by the Administrative Agent in accordance with such section, so that after giving effect to such payment and to the distribution thereof to other Lenders, the Loans are held ratably by the Lenders. (b) As of the Effective Date, each New Lenders agrees to Lender shall become a Lender under the Credit Agreement and shall have all the rights and obligations of a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto. (c) Each New Lender (a) represents and warrants that (i) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)a Lender thereunder and shall have the obligations of a Lender thereunder, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (bii) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial consolidated statement of assets and liabilities and the related consolidated statements most recently of operations, changes in net assets and cash flows and related schedule of investments of the Borrower and its Subsidiaries as of and for the fiscal year ended September 30, 2013, delivered pursuant to Section 6.1(a5.01(a) and (b) thereof thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAgreement and to make such Loans on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (cb) agrees that (i) it has made and will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Senior Secured Term Loan Credit Agreement (Medley Capital Corp)

New Lenders. (a) Each of the undersigned financial institutions that is not a party to the Existing Credit Agreement prior to the effective date of this Agreement (each, an “New Lenders Lender”) agrees to be bound by the provisions of the Restated Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Dateeffective date of this Agreement, become a Lender for all purposes of the Restated Credit Agreement Agreement, with Commitments as set forth on Schedule 2.01 attached to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 heretoRestated Credit Agreement. (b) Each of the undersigned New Lenders Lender (a) represents and warrants that (i) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby and by the Restated Credit Agreement and to become a Lender under the Restated Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Restated Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the effective date of this Agreement; , it shall be bound by the provisions of the Restated Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and (biv) confirms that it has received a copy of the Existing Restated Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAgreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (cb) agrees that (i) it has made and will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Restated Credit Agreement and the other Loan Documents, and (ii) it will perform in accordance with its their terms all of the obligations which by the terms of the Restated Credit Agreement and the other Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Coach Inc)

New Lenders. Each New Lender (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents and the exhibits and schedules thereto, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent Agent, the lead arranger and bookrunner noted on the cover page hereof (the “Lead Arranger”) 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and (eiv) agrees that it will be bound by the provisions perform all of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender includingLender, without limitationas the case may be, if it is organized under in each case, in accordance with the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of terms thereof as set forth in the Credit Agreement. (c) The address . Each New Lender acknowledges and agrees that it shall become a “Tranche B-1 Term Loan Lender” and a “Term Loan Lender” under, and for notices for each of the New Lenders for the all purposes of of, the Credit Agreement is as specified on Exhibit C-2 heretoand the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a “Tranche B-1 Term Loan Lender” and a “Term Loan Lender” thereunder.

Appears in 1 contract

Samples: Credit Agreement (Xperi Corp)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with a Commitment such powers and discretion as specified on Exhibit C-1 hereto. (b) are reasonably incidental thereto. Each of the New Lenders (a) Lender represents and warrants that (a) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Second Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; , (b) confirms that it has received a copy of the Existing Credit Agreement, together with Agreement and copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that Second Amendment and to become a Lender on the basis of which it has made such analysis and will, decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents (c) from and information as after the Second Amendment Effective Date, it shall deem appropriate at the time, continue be a party to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Civitas Resources, Inc.)

New Lenders. (a) Each of the New Lenders agrees to be bound by the provisions of Persons party hereto as a “Lender” that was not a Lender under the Credit Agreement prior to the effectiveness of this Amendment (including, as amended pursuant to this Agreement)each such Person a “New Lender”, and agrees that it shallcollectively, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b“New Lenders”) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered to the Lenders pursuant to Section 6.1(a6.01(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and become a Lender under the Credit Agreement; (cb) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or theretoAgreement; (dc) appoints and authorizes the Administrative Agent to take such action as agent Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and (ed) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, Lender; and (e) specifies as its obligation pursuant to Section 2.15(e) of the Credit Agreement. lending office (c) The and address for notices for notices) the offices set forth on its Administrative Questionnaire delivered to Administrative Agent. The parties hereto acknowledge and agree that after giving effect to this Amendment, each of the New Lenders for the purposes of Lender shall hereinafter be a party to the Credit Agreement is as specified on Exhibit C-2 heretoa Lender and shall have the rights and obligations of a Lender thereunder.

Appears in 1 contract

Samples: Credit Agreement (e.l.f. Beauty, Inc.)

New Lenders. (a) On the Matrix Closing Date, each of Capital One, National Association, Citizens Bank, N.A., Royal Bank of Canada and GE Capital Bank (each, a “New Lender” and collectively, the “New Lenders”) hereby agrees to provide a Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of each New Lender shall be as set forth therein. (b) Each New Lender (x) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) of the New Lenders agrees Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Matrix Closing Date, it shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes thereunder and shall have the obligations of the Credit Agreement to the same extent as if originally a party theretoLender thereunder, with a Commitment as specified on Exhibit C-1 hereto. (biv) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 7.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Agreement; , (cv) agrees that it has made and willhas, 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 Agreement, and (vi) 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, duly completed and executed by the New Lender; and (y) agrees that (i) 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 or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each Borrower agrees that, as of the Matrix Closing Date, each New Lenders Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be a “Lender” for the 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. (d) The applicable address, facsimile number and electronic mail address of each New Lender for purposes of Section 11.02 of the Credit Agreement are as set forth in each New Lender’s Administrative Questionnaire delivered by each New Lender to the Administrative Agent on or before the date hereof 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. (e) The Lenders’ Commitments and Loans under the Credit Agreement are hereby assigned and reallocated on the Matrix Closing Date among the Lenders, including each New Lender, without recourse, representation or warranty, such that each of the Lenders, including each New Lender, has a Commitment in the amount set forth on Schedule 2.01 and holds its Applicable Percentage of the outstanding Loans. Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, all assignments and reallocations of Loans and Commitments pursuant to this Section 4 shall be deemed to be assignments made subject to and in compliance with Section 11.06 of the Credit Agreement (including, without limitation, the “Standard Terms and Conditions” applicable to Assignments and Assumptions). (f) For the avoidance of doubt, it is as specified on Exhibit C-2 heretohereby understood and agreed that unless and until the occurrence of the Matrix Closing Date, the New Lenders shall not become “Lenders” under the Credit Agreement.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Providence Service Corp)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)hereby, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fourth Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fourth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the Fourth Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement as amended hereby and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Memorial Resource Development Corp.)

New Lenders. Each New Lender (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents and the exhibits and schedules thereto, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent Agent, the Lead Arrangers 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and (eiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, as the case may be. Each New Lender includingacknowledges and agrees that it shall become a “Tranche B-1 Term Loan Lender” and a “Term Lender” under, without limitationand for all purposes of, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreement. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 heretoand the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a “Tranche B-1 Term Loan Lender” and a “Term Lender” thereunder.

Appears in 1 contract

Samples: Credit Agreement (Victory Capital Holdings, Inc.)

New Lenders. Each New Lender (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents and the exhibits and schedules thereto, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent Agent, the lead arranger or bookrunner noted on the cover page hereof (the “Lead Arranger”) 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and (eiv) agrees that it will be bound by the provisions perform all of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender includingLender, without limitationas the case may be, if it is organized under in each case, in accordance with the laws of terms thereof as set forth in the Credit Agreement and (v) acknowledges and agrees that this Amendment and its respective Tranche B-2 Participation Notice constitutes a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) Refinancing Amendment for purposes of the Credit Agreement. (c) The address . Each New Lender acknowledges and agrees that it shall become a “Tranche B-2 Term Loan Lender” and a “Term Lender” under, and for notices for each of the New Lenders for the all purposes of of, the Credit Agreement is as specified on Exhibit C-2 heretoand the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a “Tranche B-2 Term Loan Lender” and a “Term Lender” thereunder.

Appears in 1 contract

Samples: Credit Agreement (Meredith Corp)

New Lenders. (a) Each From and after the Effective Date, each undersigned Lender who was not a party to the Credit Agreement as of the date thereof (the “New Lenders agrees Lenders”) shall be a party under the Credit Agreement after giving effect to this Amendment and will have all the rights and obligations of a Lender for all purposes under the Loan Documents and be bound by the provisions thereof. Each New Lender represents and warrants to the Administrative Agent (for itself only) that: (a) under applicable Laws no tax will be required to be withheld by the Administrative Agent or the Borrower with respect to any payments to be made to such New Lender hereunder or under any Loan Document, and unless otherwise indicated in the space opposite such New Lender’s signature below, no tax forms described in Section 3.8 of the Credit Agreement (including, as amended pursuant are required to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto.be delivered by such New Lender; and (b) Each of the such New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it Lender has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently of the Borrower delivered pursuant to Section 6.1(a) and (b) thereof thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it Amendment. Such New Lender has independently and without reliance upon the Administrative Agent and based on such information as such New Lender has deemed appropriate, made its own credit analysis and decision to enter into this Amendment. Such New Lender will, independently and without reliance upon the Administrative Agent or any other Lender 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 action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) Agreement. Each New Lender appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreement. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Bois D Arc Energy, Inc.)

New Lenders. Each entity executing this Agreement under the heading “New Lender” on the signature pages hereto (aeach a “New Lender”) Each of the New Lenders hereby agrees to be bound by provide a Revolving Commitment in the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, amount set forth beside its name on Schedule 1.1A heretoas in effect on the Effective Closing Date, become a . Each New Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (ai) represents and warrants that (A) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Agreement; Agreement and to consummate the transactions contemplated hereby and to become a Lender hereunder, (bB) confirms that it has received a copy or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof Agreement and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Agreement; Agreement and to become a party hereto, and (cC) agrees that it has made and willhas, 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 Agreement and to become a party hereto; 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 or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eB) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender includingLender. The Borrowers agree that, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) as of the Credit Closing Date, each New Lender shall (i) be a party to this Agreement. , (cii) The address be a “Lender” with respect to its Loans and Commitments for notices for each of the New Lenders for the all purposes of this Agreement and the Credit Agreement is as specified on Exhibit C-2 heretoother Loan Documents, and (iii) have the rights and obligations of such a Lender hereunder and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (SunCoke Energy, Inc.)

New Lenders. (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to 3.1. In connection with this Agreement), and agrees that it shallsimultaneously with its effectiveness and certain fundings as set forth herein, on the Effective DateWachovia Bank, National Association, and Manufacturers and Traders Trust Company (each a “New Lender”) will become a Lender for all purposes under the Original Credit Agreement and Loan Documents together with the existing Lenders (the “Existing Lenders”). 3.2. Upon the full and complete execution of this Agreement, the Administrative Agent shall arrange, and each Lender (including each New Lender and the Existing Lenders) shall fully cooperate, in making or receiving, as directed by the Administrative Agent, wire transfers and fund transfers reasonably necessary to effectuate the pro-rata shares set forth on Exhibit 3. Upon such transfer of funds, this Agreement shall be effective and such effectiveness shall relate back to 8:00 a.m. St. Louis time on the date of this Agreement. 3.3. Each New Lender agrees that, to the extent it has purchased and assumed, or be found to have purchased and assumed, from Existing Lenders any interest in any Loan, it has purchased and assumed such interest without recourse and without representation or warranty except as expressly set forth in Section 3.4. Such purchase and assumption shall include that portion of the Credit Agreement Existing Lenders’ obligations to fund unfunded Approvals equal to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 heretopercentage of the Floorplan Loans purchased by such New Lender. (b) 3.4. Each of the New Lenders (a) Existing Lender represents and warrants that it is legally authorized to enter into this Agreement; the legal and beneficial owner of its Loans and that such interest is free and clear of any adverse claim. 3.5. Each New Lender (bi) confirms confirms, covenants and agrees that it has received a copy of the Existing Original Credit AgreementAgreement and all prior amendments (if any), the Loan Documents, together with copies of the financial statements most recently delivered pursuant Financial Statements referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAgreement and become a Lender, and confirms and covenants that it has entered into this Agreement and agreed to become a Lender based on its own credit analysis and decision and without reliance upon any information provided by, or statement made by, Administrative Agent or any other Lender; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent Agent, any Existing Lender 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 Original Credit Agreement or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) confirms that it is an Eligible Assignee (assuming the Administrative Agent approves of such New Lender as contemplated in the definition of “Eligible Assignee”); (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Original Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (ev) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which that by the terms of the Original Credit Agreement and the other Loan Documents are required to be performed by it as a Lender including, without limitation, if Lender; and (vi) agrees that it is organized will promptly provide to Administrative Agent any U.S. Internal Revenue Service or other forms required under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Original Credit Agreement. (c) The address for notices for 3.6. Upon the effectiveness of this Agreement and the funding by each New Lender of the amounts directed to be funded by it by the Administrative Agent as set forth in Section 3.2 hereof, such New Lenders Lender shall be a Lender for all purposes under the purposes Original Credit Agreement and the other Loan Documents. From and after the effective date of this Agreement, the Administrative Agent shall make all payments under the Original Credit Agreement and the Notes consistent with the pro-rata shares of the Credit Agreement is as specified on Exhibit C-2 heretoLenders.

Appears in 1 contract

Samples: Credit Facilities Agreement (Gtsi Corp)

New Lenders. (a) Each of the New Lenders Lender agrees to be bound by the provisions of the Credit Agreement and acknowledges as follows: (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (bi) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, the Intercreditor Agreement and other Loan Documents (including, in each case, all schedules and exhibits thereto), together with copies of the financial statements most recently delivered pursuant financial statements referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and join the Credit Agreement as a Lender, and (ii) upon its execution and delivery of this Amendment it shall be a Lender under and for all purposes under the Credit Agreement; , intending to be legally bound by the terms thereof (cincluding, without limitation, the provisions of Subsection 10.1 thereof) and it shall perform all the obligations of and be entitled to all the benefits of a Lender thereunder. (b) Each New Lender (i) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender or agent 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (dii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; (iii) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (eiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender thereunder (including, without limitation, if it is organized under the laws provisions of Section 5.1(a) of this Amendment) and (v) affirms the acknowledgements and representations of such New Lender as a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) Lender contained in Subsection 10.5 of the Credit Agreement. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Atkore International Group Inc.)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the Fifth Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Fifth Amendment to Second Amended and Restated Credit Agreement (Rice Energy Inc.)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as amended hereby as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)hereby, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the First Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement as amended hereby and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (WildHorse Resource Development Corp)

New Lenders. Each Increasing Lender that prior to its execution of this Agreement is not a Lender hereby (a) Each represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, the Credit Agreement and the other Loan Documents and to become a Lender under the Credit Agreement and the other Loan Documents and perform all of its obligations thereunder, (ii) it meets all requirements to be an assignee under the New Lenders agrees to Credit Agreement, (iii) from and after the effectiveness of this Agreement, it shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes thereunder and, to the extent of its portion of the Term Loan (if any) as set forth on Part A of Schedule I hereto and its Revolving Credit Commitment as set forth on Part B of Schedule I hereto, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to participate in credit facilities of the type represented by the Credit Agreement and this Agreement and either it, or the person exercising discretion in making its decision to participate in the same extent as if originally a party theretocredit facilities evidenced by the Credit Agreement, is experienced with a Commitment as specified on Exhibit C-1 hereto. credit facilities of such type, (bv) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) 8.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; Agreement and to commit to make a portion of the Term Loan or the increased Revolving Credit Commitment, as applicable, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (cvi) if it is a Foreign Lender, it has provided to the Administrative Agent and the Borrower duly completed and executed documentation required to be delivered by it pursuant to the terms of the Credit Agreement and (b) agrees that (i) it has made and will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; Loan Documents and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Second Amendment (Jack in the Box Inc /New/)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as amended hereby as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)hereby, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) . Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; . Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Eleventh Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Eleventh Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (ec) agrees that from and after the Eleventh Amendment Effective Date, it will shall be a party to and be bound by the provisions of the Credit Agreement as amended hereby and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Oasis Petroleum Inc.)

New Lenders. (a) Each Lender party hereto that is not a party to the Credit Agreement as in effect immediately prior to the Ninth Amendment Effective Date (collectively, the “New Lenders” and each a “New Lender”) hereby (i) agrees to provide Commitments and Loans in the amount and of the class set forth beside its name on Schedule 2.01 attached hereto and (ii) agrees that the initial Applicable Percentage of such New Lenders agrees Lender shall be as set forth on such Schedule. (b) Each New Lender represents and warrants that (i) 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, (ii) it meets all the requirements to be an assignee under Section 11.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Ninth Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes thereunder and, to the extent of its Commitments and Loans, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the Credit Agreement type represented by its Commitments and Loans and either it, or the Person exercising discretion in making its decision to the same extent as if originally a party theretoprovide its Commitments and Loans, with a Commitment as specified on Exhibit C-1 hereto. is experienced in acquiring assets of such type, (bv) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a6.01(a) and or (b) thereof thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment and to provide its Commitments and Loans, (vi) 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 and to provide its Commitments and Loans, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement; , duly completed and executed by such New Lender. (c) Each New Lender agrees that (i) it has made and will, independently and without reliance upon the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. (cd) The address for notices for each Loan Parties agree that, as of the Ninth Amendment Effective Date, each New Lenders Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be a “Lender” with respect to its Loans and Commitments for the all purposes of the Credit Agreement is as specified on Exhibit C-2 heretoand the other Loan Documents, and (iii) have the rights and obligations of such a Lender under the Credit Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Coeur Mining, Inc.)

New Lenders. By its execution of this Amendment, each Increasing Lender other than an Existing Lender (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 3 Effective Date, it shall be a party to the Credit Agreement as a Lender, shall have all of the rights and be obligated to perform all of the obligations of a Lender thereunder and its Loans and Commitments to the Facilities shall be as set forth on the revised Schedule 2.01 attached as Annex I hereto. Each New Lender severally, and not jointly, further (a) Each represents and warrants that (i) 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, (ii) it meets all requirements of an Eligible Assignee under the New Lenders agrees to Credit Agreement, (iii) from and after the Amendment No. 3 Effective Date, it shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement)a Lender thereunder and shall have the obligations of a Lender thereunder, and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (biv) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreementthe Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any other Lender, agent or arranger; and (cb) agrees that (i) it has made and will, independently and without reliance upon on the Administrative Agent Agent, or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereofLoan Documents, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit AgreementLender. [Signature Pages Follow. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.]

Appears in 1 contract

Samples: Credit Agreement (Kbr, Inc.)

New Lenders. (a) Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the New Lenders agrees Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement (includingAgreement, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with a Commitment such powers and discretion as specified on Exhibit C-1 hereto. (b) are reasonably incidental thereto. Each of the New Lenders (a) Lender represents and warrants that (a) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Third Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; , (b) confirms that it has received a copy of the Existing Credit Agreement, together with Agreement and copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 7.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that Third Amendment and to become a Lender on the basis of which it has made such analysis and will, decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents (c) from and information as after the Third Amendment Effective Date, it shall deem appropriate at the time, continue be a party to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the other Loan Documents and have the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreementthereunder. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Credit Agreement (Granite Ridge Resources, Inc.)

New Lenders. Each Tranche A-1 Incremental Term Loan Lender that is an Additional Term Loan Lender: (a) Each represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Supplement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the New Lenders agrees to Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes thereunder and shall have the obligations of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. Lender thereunder and (biv) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; Supplement and provide its Incremental Term Commitment hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; (cb) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; and the other Loan Documents; (dc) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and ; (ed) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms to their terms, all the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender; and (e) in the case of such Tranche A-1 Incremental Term Loan Lender includingthat is a Foreign Lender, without limitation, if agrees that it is organized under will comply with the laws provisions of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) 10.14 of the Credit Agreement. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 hereto.

Appears in 1 contract

Samples: Incremental Term Facility Supplement (Alliant Techsystems Inc)

New Lenders. Each New Lender (a) Each of the New Lenders agrees to be bound by the provisions of the Credit Agreement (including, as amended pursuant to this Agreement), and agrees that it shall, on the Effective Date, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Exhibit C-1 hereto. (b) Each of the New Lenders (a) represents and warrants that it is legally authorized to enter into this Agreement; (bi) confirms that it has received a copy of the Existing Credit AgreementAgreement and the other Loan Documents and the exhibits and schedules thereto, together with copies of the financial statements most recently delivered pursuant referred to Section 6.1(a) and (b) thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (cii) agrees that it has made and will, independently and without reliance upon the Administrative Agent Agent, the Lead Arrangers 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 or any instrument or document furnished pursuant hereto or theretoAgreement; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto 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; and (eiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, as the case may be. Each New Lender includingacknowledges and agrees that it shall become a “Tranche B-2 Term Loan Lender” and a “Term Lender” under, without limitationand for all purposes of, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreement. (c) The address for notices for each of the New Lenders for the purposes of the Credit Agreement is as specified on Exhibit C-2 heretoand the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a “Tranche B-2 Term Loan Lender” and a “Term Lender” thereunder.

Appears in 1 contract

Samples: Credit Agreement (Victory Capital Holdings, Inc.)

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