Common use of New Lenders Clause in Contracts

New Lenders. Each of the Persons executing this Amendment as a “Lender” that was not a Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby (a) 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 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 Replacement Facilities 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, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 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 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 (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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. Each (a) The Administrative Agent and each of the Persons executing New Lenders party hereto acknowledge and agree that this Amendment as a “Lender” that was not a Lender under the Existing Credit Agreement immediately prior shall be deemed to constitute an Incremental Loan Request with respect to the Replacement Facilities Effective Date hereby New Revolving Commitments pursuant to Section 2.14(c) of the Credit Agreement. (ab) Each New Lender (i) represents and warrants to the Administrative Agent 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 satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iiiA) from and after the Replacement Facilities Amendment No. 7 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and (x) to the extent of its Term B-2 Commitment, shall have the obligations of a Term B-2 Lender thereunder and (y) to the extent of its New Revolving Commitment, shall have the obligations of a Revolving Credit Lender thereunder, and (ivB) it has received a copy of the Amended Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 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 Amendment and to become a Lender make the Term B-2 Loans and to establish the New Revolving Commitments, 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 (bii) agrees with the Administrative Agent that it will (iA) 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 from time to time, continue to make its own credit decisions in taking or not taking action under or based upon the Loan Documents, Documents and (iiB) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. Each of the Persons executing this Amendment as a “Lender” that Lender which was not a Lender under before the Existing Credit Agreement immediately prior to the Replacement Facilities Fifth Amendment Effective Date hereby (each, a “New Lender”) (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) 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, and (iii) from and after the Replacement Facilities 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, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, 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 Amendment Agreement 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 (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 Loan Credit Documents, and (ii) from and after the Fifth Amendment Effective Date, it will perform in accordance with their terms all shall be bound by the provisions of the obligations which by Credit Agreement as a Lender thereunder and, to the terms extent of its Revolving Credit Commitment (which, as of the Loan Documents are required to be performed by it as Fifth Amendment Effective Date is set forth on Exhibit A) shall have the obligations of a LenderLender thereunder.

New Lenders. Each By its execution of this Amendment, each Lender other than an Existing Lender that is providing any portion of the Persons executing Pro Rata Facilities after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment Effective Date, it shall be a party to the Credit Agreement as a “Lender” that was not , shall have all of the rights and be obligated to perform all of the obligations of a Lender under the Existing Credit Agreement immediately prior thereunder and its Loans and Commitments to the Replacement Pro Rata Facilities Effective Date hereby shall be as set forth on the revised Schedule 2.01 attached as Annex II hereto. Each New Lender severally, and not jointly, further (a) 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 satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement, which such consents shall be deemed provided, to the extent required, by each Person that are required to be satisfied by it in order to become a Lenderexecutes this Amendment), (iii) from and after the Replacement Facilities Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 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 Amendment and to become a Lender the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or Agent, any other Lender, agent or arranger; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. Each of the Persons entity executing this Amendment as Agreement under the heading “New Lender” on the signature pages hereto (each a “New Lender” that was not ”) hereby agrees to provide a Revolving Commitment in the amount set forth beside its name on Schedule 1.1A hereto. Each New Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby (ai) represents and warrants that (iA) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreementhereunder, (ii) 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 Replacement Facilities 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, (ivB) it has received a copy of or has been accorded the Credit Agreement, together with opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, of the Existing Credit 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 Amendment Agreement and to become a Lender on the basis of which party hereto, and (C) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender 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 (bii) agrees that (iA) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (iiB) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. The Borrower agrees that, as of the Closing Date, each New Lender shall (i) be a party to this Agreement, (ii) be a “Lender” with respect to its Loans and Commitments for all purposes of this Agreement and the other Loan Documents, and (iii) have the rights and obligations of such a Lender hereunder and the other Loan Documents.

New Lenders. (a) Each of the Persons executing this Amendment as a “Lender” undersigned financial institutions that was is not a Lender under party to the Existing Credit Agreement immediately prior to the Replacement Facilities Amendment No. 1 Effective Date hereby (aeach, an “New Lender”) represents and warrants that (i) it has full power and authority, and has taken all action necessary, agrees to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) 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 Replacement Facilities Effective Date, it shall be bound by the provisions of the Credit Agreement as and agrees that it shall, on the Amendment No. 1 Effective Date, become a Lender thereunder for all purposes of the Credit Agreement, with a Commitment as set forth on Schedule 2.01 attached hereto. (b) Each undersigned New Lender (i) represents and shall have the obligations of a Lender thereunder, warrants that it is legally authorized to enter into this Amendment; (ivii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 5.01 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 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 LenderAmendment; and (biii) agrees that (i) it will, independently and without reliance on upon the Administrative Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement or any other instrument or document furnished pursuant hereto or thereto; (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 Credit Agreement or any other instrument or document furnished pursuant thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (iiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with their its terms all of the obligations which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender.

New Lenders. Each of the Persons executing this Amendment as Lender becoming a “Lender” that was not a Lender under the Existing Credit Agreement immediately prior to as of the Replacement Facilities Effective Date hereby date hereof, represents, warrants and agrees that (a) 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, (iib) it satisfies meets the requirementsrequirements for an “Eligible Assignee” under the Credit Agreement, and if anynot a Lender or affiliate of a Lender, specified that it is a commercial lender or other financial institution or other “accredited” investor (as defined in SEC Regulation D) that makes or acquires loans in the Credit Agreement that are ordinary course of business, (c) it has delivered herewith any documentation required to be satisfied delivered by it in order pursuant to become a Lenderthe terms of the Credit Agreement, including Sections 3.01 and 11.21 of the Credit Agreement, duly completed and executed, (iiid) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions has received copies of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the other Credit AgreementDocuments, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, the terms 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 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 , (b) agrees that (ie) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and other information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (iif) from and after the date hereof, it will shall be bound by the provisions of the Credit Agreement as a Lender for all purposes, and shall perform all obligations (including, for Lenders with Revolving Commitments, the purchase of participation interests in accordance with their terms L/C Obligations and Swingline Loans as provided therein) and have all of the obligations which by the terms rights and benefits of the Loan Documents are required to be performed by it as a LenderLender thereunder.