New Lenders. By its execution of this Amendment, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). 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 meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 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 6.01 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 the 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 (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 that by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Kbr, Inc.)
New Lenders. By its execution of this Amendment, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lendera) Each Party agrees that is providing any portion of as at the TLB 2024 Refinancing Term Loan or Effective Time on the TLA-2 Facility after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 Effective Date, it shall be :
(i) each New Lender becomes a party Party to the Credit Amended Agreement as a "Lender" and (as applicable) a "Swingline Lender" with the Commitments set opposite its name in the Amended Commitment Schedule and it (or one of its Affiliates) shall become an Ancillary L/C Lender, shall have and it will obtain all of the rights rights, and be obligated undertakes to perform all of the obligations obligations, of a Lender thereunder and its Loans and Swingline Lender under the Finance Documents with such Commitments;
(ii) the Commitments to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility of each Departing Lender shall be either as maintained by zero and each Departing Lender will cease to be (and, for the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loanavoidance of doubt, shall be released from its obligations as) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). 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 meets all requirements of an Eligible Assignee under the Credit Agreement, Amended Agreement and any other Finance Document; and
(iii) from each Departing Xxxxxx's Commitments, rights and after the Amendment No. 13 Effective Date, it shall obligations will be bound deemed to have been transferred by the provisions novation in accordance with clause 26.5 (Procedure for transfer) of the Credit Original Facility Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and in order to give effect to:
(ivA) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the 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 (b) agrees that paragraphs (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) above; and
(B) Clause 4.3 (Commitments), such that each Departing Lender's Commitments will be deemed to be transferred by novation to the New Lenders and (to the extent applicable) the Existing Lenders as required in order to ensure that following such novations the Commitments of the Existing Lenders and the New Lenders shall be as set out opposite each New Lender's or Existing Lender's name (as "Original Lenders" therein) in the Amended Commitment Schedule.
(b) The Successor Agent confirms that, with respect to each New Lender, it will perform has completed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption of the Commitments by each New Lender.
(c) Each New Lender confirms (for the avoidance of doubt) that the Successor Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in relation to and in accordance with their terms all the Original Facility Agreement and/or Amended Agreement on or prior to the Effective Date.
(d) The Facility Office and address, email address and attention details for notices of each New Lender for the purposes of clause 32.2 (Addresses) and clause 32.5 (Electronic communication) of the obligations that by the terms Amended Agreement are as set out with its signature below.
(e) Clause 26.3 (Assignment or transfer fee) of the Loan Documents are required Original Facility Agreement shall not apply to be performed by it transactions described in this Clause 4.4.
(f) Clause 26.4 (Limitation of responsibility of Existing Lenders) of the Amended Agreement shall apply mutatis mutandis in this Clause 4.4 (New Lenders) in relation to a New Lender as if references to:
(i) an "Existing Lender" were references to all the Lenders immediately upon the occurrence of the Effective Time;
(ii) a "New Lender" were references to the New Lender; and
(iii) a "re-transfer" and "re-assignment" were references to respectively a "transfer" and "assignment".
Appears in 1 contract
Samples: Multicurrency Facility Agreement (CRH Public LTD Co)
New Lenders. By its execution (a) Each of this Amendment, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) the undersigned financial institutions that is providing any portion of not a party to the TLB 2024 Refinancing Term Loan or Credit Agreement prior to the TLA-2 Facility after giving effect to this Amendment No. 3 Effective Date (each each, a “New Lender”) hereby confirms agrees to be bound by the provisions of the Credit Agreement and agrees thatthat it shall, on and after the Amendment No. 13 3 Effective Date, it shall be become a party to Lender for all purposes of the Credit Agreement as Agreement, with 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or Revolving Commitment as set forth on the update to Schedule 2.01 attached as Exhibit B hereto hereto.
(with respect to the TLA-2 Facility). b) Each undersigned New Lender severally, and not jointly, further (ai) represents and warrants that (iA) 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 by the Credit Agreement and to become a Lender under the Credit Agreement, (iiB) it meets all requirements of an Eligible Assignee under satisfies the requirements, if any, specified in the Credit AgreementAgreement that are required to be satisfied by it in order to become a Lender, (iiiC) from and after the Amendment No. 13 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 (ivD) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement this Amendment on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any other Lender, agent Lender or arrangerthe L/C Issuer; and (bii) agrees that it will (iA) 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 Credit Agreement and the other Loan Documents, and (iiB) it will perform in accordance with their terms all of the obligations that which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Hcp, Inc.)
New Lenders. By its execution of this Amendment(a) On the Third Amendment Effective Date, each TLB 2024 Refinancing Lender of BankUnited, N.A. and each TLA-2 Lender Barclays Bank PLC (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each each, a “New Lender” and collectively, the “New Lenders”) hereby confirms agrees to provide a Revolving Commitment in the amount set forth on Schedule 2.01 attached hereto and agrees that, on and after the Amendment No. 13 Effective Date, it initial Applicable Percentage of each New Lender 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto therein.
(with respect to the TLA-2 Facility). b) Each New Lender severally, and not jointly, further (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 Agreement, (iiB) it meets all the requirements to be an assignee under Section 11.06(b)(iii) and (v) of an Eligible Assignee the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iiiC) from and after the Third Amendment No. 13 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 (ivD) it has received a copy of the 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 6.01 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 the Credit Agreement on the basis of which this Agreement, (E) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, 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 (F) if it is a Foreign Lender, agent or arrangerit 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 (bii) agrees that (iA) 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 (iiB) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
(c) The Borrower agrees that, as of the Third Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
(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.
Appears in 1 contract
Samples: Credit Agreement (Intl Fcstone Inc.)
New Lenders. (a) By execution of this Amendment, each of Citibank, N.A. and Farm Credit Mid-America, PCA (each, a “New Lender” and collectively, the “New Lenders”) hereby (i) acknowledges, agrees and confirms that, by its execution of this Amendment, each TLB 2024 Refinancing such New Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect shall be deemed to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 Effective Date, it shall be a party to the Amended Credit Agreement as of the Amendment No. 3 Effective Date and a “Lender, ” for all purposes of the Amended Credit Agreement and shall have all of the rights and be obligated to perform all of the obligations of a Lender thereunder thereunder, and its Loans and Commitments (ii) agrees to provide a Revolving Credit Commitment in the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as amount set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility)hereto. Each New Lender severallyhereby ratifies, as of the Amendment No. 3 Effective Date, and not jointlyagrees to be bound by, further all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit Agreement. Each New Lender acknowledges that it has a participation interest in each Letter of Credit issued prior to the Amendment No. 3 Effective Date and outstanding on the Amendment No. 3 Effective Date and any drawings thereunder.
(ab) Each New Lender (i) represents and warrants that (iA) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (iiB) it meets all satisfies the requirements of an Eligible Assignee under the Credit AgreementAssignee, (iiiC) from and after the Amendment No. 13 3 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to its decision to enter into this Amendment and to become a Lender under the Amended 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 Amended Credit Agreement, is experienced in transactions of this type, (ivE) 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 6.01 thereof, as applicable, Sections 6.01(a) and 6.01(b) 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 and to become a Lender under the Amended Credit Agreement on the basis of which Agreement, (F) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, any other Lender or any other Person 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 become a Lender under the Amended Credit Agreement, and (G) if it is a Foreign Lender, agent or arrangerit has delivered any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by it; and (bii) agrees that (iA) it will, independently and without reliance on the Administrative Agent, any other Lender or any other LenderPerson, 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 that which by the terms of the Loan Documents are required to be performed by it as a Lender.
(c) The Borrower agrees that, as of the Amendment No. 3 Effective Date, each New Lender shall (i) be a party to the Amended Credit Agreement, (ii) be a “Lender” for 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.
(d) The address of each New Lender for purposes of Section 10.02 of the Amended Credit Agreement is as set forth in such New Lender’s Administrative Questionnaire delivered by such New Lender to the Administrative Agent on or before the Amendment No. 3 Effective Date, or such other address as shall be designated by such New Lender in accordance with Section 10.02 of the Amended Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Sylvamo Corp)
New Lenders. By its execution (a) Each of this Amendment, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) the undersigned financial institutions that is providing any portion of not a party to the TLB 2024 Refinancing Term Loan or Credit Agreements prior to the TLA-2 Facility after giving effect to this Amendment date hereof and identified on the signature pages hereto as a “New Lender” (each each, a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). 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 meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 Effective Date, it shall be bound by the provisions of the each Credit Agreement as amended hereby and agrees that it shall, on the date hereof, become a Lender thereunder for all purposes of each Credit Agreement as amended hereby, with Commitments as set forth in each Credit Agreement as amended as set forth in Attachment A and shall have Attachment B attached hereto.
(b) In its capacity as a new Lender under the obligations of a Credit Agreements as amended hereby, each New Lender thereunder(i) represents and warrants that it is legally authorized to enter into this Amendment and to become bound by each Credit Agreement as amended hereby, and (ivii) confirms that it has received a copy of the each Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, its terms and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the this Amendment and to become bound by each Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agentas amended hereby, any other Lender, agent or arranger; and (biii) agrees that (i) it will, independently and without reliance on upon 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 each Credit Agreement as amended hereby or any other instrument or document furnished pursuant hereto or thereto, (iv) appoints and authorizes the Loan DocumentsAdministrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under each Credit Agreement as amended hereby 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, (v) agrees that it will be bound by the provisions of each Credit Agreement as amended hereby and (ii) it will perform in accordance with their its terms all of the obligations that which, by the terms of the Loan Documents such Credit Agreement as amended hereby, are required to be performed by it as a Lender and (vi) agrees to become, and does hereby become, a “Lender” under the CAM Agreement and agrees to be bound by the CAM Agreement as if originally a party thereto.
Appears in 1 contract
Samples: Auction Credit Agreement and SFS Credit Agreement (Sothebys)
New Lenders. By its execution of this Amendment, each TLB 2024 Refinancing (a) Each Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to executing this Amendment as a “New Lender” (each each, a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent )
(with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). Each New Lender severally, and not jointly, further (ai) represents and warrants that (iA) 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 meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06 of the Credit Agreement), (iiiC) from and after the Second Amendment No. 13 Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Loans and Commitments and is experienced in acquiring assets of such type, (ivE) it has received a copy of the 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 6.01 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 the Credit Agreement on the basis of which this Amendment, (F) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, 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 (G) if it is a Foreign Lender, agent or arrangerit has delivered to the Administrative any documentation required to be delivered by it pursuant to the terms of the Credit Agreement; and (bii) agrees that (iA) it will, independently and without reliance on upon 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 (iiB) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender represents and warrants as of the Second Amendment Effective Date that it is not (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Code, (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code, or (4) a “governmental plan” within the meaning of ERISA.
(b) The Borrower agrees that, as of the date hereof, such New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
(c) The applicable address, facsimile number and electronic mail address of each New Lender for purposes of Section 10.02 of the Credit Agreement are as set forth in such New Lender’s Administrative Questionnaire delivered by such 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 such New Lender in a notice to the Administrative Agent.
Appears in 1 contract
New Lenders. By its execution of this Amendment, each TLB 2024 Refinancing (a) Each financial institution party hereto as a Lender and each TLA-2 that has not been a Lender (other than an Existing Lender) that is providing any portion of prior to the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment date hereof (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). 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, Agreement as of the Effective Date with the effect that the Maximum Revolving Credit Amount for such New Lender shall be as set forth on Annex 1 to this First Amendment and (ii) that it meets shall be deemed to be, and hereby becomes as of the Effective Date, a party in all requirements respect to the Credit Agreement and the other Loan Documents to which the Lenders are party and shall have the rights and obligations of an Eligible Assignee a Lender under the Credit Agreement, Agreement and the other Loan Documents.
(iiib) Each New Lender (i) represents and warrants as of the Effective Date that (A) from and after the Amendment No. 13 Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and and, to the extent of its Revolving Commitment under the Credit Agreement, shall have the obligations of a Lender thereunder, and (ivB) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement (and this First Amendment) on the basis of which it has made such analysis and decision independently and without reliance on decision, (C) if it is a Foreign Lender, it has provided to the Administrative AgentAgent and the Borrower all documentation required to be delivered by it pursuant to the terms of the Credit Agreement, any other duly completed and executed by such New Lender, agent or arranger; and (bD) it is not (and would not be after giving effect to this First Amendment) a Defaulting Lender, an Affiliate thereof or a Disqualified Institution, and (ii) agrees that (iA) 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 that 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 that which by the terms of the Loan Documents are required to be performed by it as a Lender.
(c) Each New Lender further represents and warrants to the Administrative Agent, the Issuing Bank, each other Lender and the Borrower 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 First Amendment and to fulfill its obligations under, and to consummate the transactions contemplated by, this First Amendment, 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 First Amendment 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 Annex 3 hereto.
(e) For the avoidance of doubt, neither the execution and delivery of any Assignment and Assumption, Maximum Credit Amount Increase Certificate or Additional Lender Certificate, nor the payment of any processing or recordation fee, shall be necessary in connection with the foregoing addition of the New Lenders as Lenders.
Appears in 1 contract
New Lenders. By its execution of this AmendmentEach Lender which was a party to the Original Credit Agreement, each TLB 2024 Refinancing Lender and each TLA-2 other Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment a party hereto (each a “New Lender”) ), hereby confirms and agrees that, on and after the Amendment No. 13 Effective Date, that it shall be have a party to Commitment in the Credit Agreement as a amount set forth opposite such Lender’s name on the Lenders Schedule under the heading “Commitment”. By its execution and delivery of this Amendment, shall have each New Lender hereby assumes all of the rights and be obligated to perform all of the obligations of a Lender thereunder and its Loans and Commitments under the Credit Agreement to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility)extent of its Commitment. 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 meets all requirements of an Eligible Assignee under the Credit Agreementreserved, (iii) from and after the Amendment No. 13 Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, and (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Notes and either it, or the person exercising discretion in making its decision to enter into this Amendment, is experienced in acquiring assets of such type, (v) it has received a copy of the 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 6.01 §7.4 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 the Credit Agreement on the basis of which this Amendment and to extend its Commitment, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, 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 (vii) if it is a Foreign Lender, agent or arrangerit has forwarded to Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Lender; 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 that which by the terms of the Loan Documents are required to be performed by it as a Lender. § 2.22.
Appears in 1 contract
Samples: Revolving Credit Agreement
New Lenders. By its execution Each of this Amendment(i) T.D. Bank, each TLB 2024 Refinancing Lender N.A., (ii) U.S. Bank National Association, (iii) Bank of America, N.A., (iv) Truist Bank, and each TLA-2 Lender (other than an Existing Lenderv) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment PNC Bank, National Association (each each, a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to its respective Commitment as if New Lender were an original Lender under and signatory to the TLB 2024 Refinancing Term Loan) or Loan Agreement having a Commitment equal to its respective Commitment as set forth on the update to Schedule 2.01 I attached as Exhibit B hereto (with respect to the TLA-2 FacilityLoan Agreement (as amended hereby), which obligations shall include, without limitation, the obligation to indemnify the Agent as provided in the Loan Agreement. 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 meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 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) confirms that it has received a copy of the Credit Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, 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 on the basis of which it has made such analysis and decision independently and without reliance on the Administrative AgentLoan Agreement, any other Lender, agent or arranger; and (bii) agrees that (i) it will, independently and without reliance on upon 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 Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iiiv) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule I attached to the Loan Agreement (as amended 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
New Lenders. By its execution of (a) Each Person that signs this Amendment, each TLB 2024 Refinancing Amendment as a Lender and each TLA-2 that was not a Lender (other than an party to the Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment Credit Agreement (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent )
(with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). Each New Lender severally, and not jointly, further (ai) represents and warrants that (iA) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (iiB) it meets all the requirements to be an assignee under Section 11.06 of an Eligible Assignee under the Amended Credit Agreement, (iiiC) from and after the Fourth Amendment No. 13 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Commitments and either it, or the Person exercising discretion in making its decision to acquire a portion of the Commitments, is experienced in acquiring assets of such type, (ivE) it has received a copy of the Existing Credit AgreementAgreement and this Amendment, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 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 the Credit Agreement on the basis of which this Amendment, (F) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, 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 (G) it has delivered any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by such New Lender, agent or arranger; and (bii) agrees that (iA) 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 (iiB) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender. CHAR1\1643056v6
(b) Each of the Administrative Agent and each Loan Party agree that, as of the Fourth Amendment Effective Date, each New Lender shall (i) be a party to the Amended Credit Agreement (and, as applicable, the other Loan Documents), (ii) be a “Lender” for 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.
(c) The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
Appears in 1 contract
New Lenders. By its execution of this AmendmentSubject to the terms and conditions set forth herein and in the Credit Agreement, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect Person listed on Schedule 2.01 to this Amendment that is not a Lender under the Credit Agreement immediately prior to the Amendment No. 1 Effective Date (each each, a “New Lender”) hereby confirms and agrees that, to extend a Revolving Credit Commitment under the Credit Agreement (as amended hereby) on and after the Amendment No. 13 1 Effective Date, it shall be a party Date in an amount equal to the “Revolving 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as Commitment” set forth opposite such New Lender’s name on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility)this Amendment. Each New Lender severally, and not jointly, further (ai) represents and warrants that (iA) 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 meets all requirements of is an Eligible Assignee under the Credit AgreementAssignee, (iiiC) from and after the Amendment No. 13 1 Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and and, to the extent of the Revolving Credit Commitment of such New Lender, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by such Revolving Credit Commitment and either it, or the Person exercising discretion in making its decision to extend such Revolving Credit Commitment, is experienced in acquiring assets of such type, (ivE) it has received a copy of the 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 6.01 thereof6.01(a) and (b) thereof (or, prior to the delivery of such financial statements, the Annual Financial Statements and the Quarterly Financial Statements), 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 the this Amendment and to extend such Revolving Credit Agreement on the basis of which Commitment, (F) it has made such analysis and decision has, independently and without reliance on 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 extend such Revolving Credit Commitment, (G) it has separately delivered to the Administrative Agent and the Borrower any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including but not limited to any documentation required pursuant to Section 3.01 of the Credit Agreement, duly completed and executed by such New Lender, and (H) it is not a Disqualified Institution, (ii) appoints and authorizes the Administrative Agent and 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 or otherwise conferred upon the Administrative Agent or the Collateral Agent, any other Lenderas the case may be, agent or arranger; and by the terms thereof, together with such powers as are reasonably incidental thereto, (biii) agrees that (iA) it will, independently and without reliance on upon the Administrative Agent, the 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 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 that which by the terms of the Loan Documents are required to be performed by it as a Lender and (iv) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which such New Lender designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with such New Lender’s compliance procedures and applicable laws, including federal and state securities laws.
Appears in 1 contract
Samples: Credit Agreement (Solo Brands, Inc.)
New Lenders. By its execution of this Amendment, 3.1 The parties hereto confirm and agree that each TLB 2024 Refinancing New Lender and each TLA-2 shall be a Lender (other than an Existing Lender) that is providing any portion for all purposes of the TLB 2024 Refinancing Term Loan Amended Credit Agreement and the other Credit Documents having the Commitment set forth opposite its name on Exhibit "A" hereto and all references herein or the TLA-2 Facility after giving effect therein to this Amendment ("Lenders" or a "Lender" shall be deemed to include each a “New Lender”) .
3.2 Each New Lender hereby confirms acknowledges and agrees that, on :
(a) it will be bound by the Credit Agreement and after the Amendment No. 13 Effective Date, other Credit Documents as a Lender to the extent of its Commitment as fully as if it shall be a had been an original party to the Credit Agreement as a LenderAgreement;
(b) it has been, shall have and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Borrower and its Subsidiaries, all of the rights matters and be obligated to perform transactions contemplated herein and in the Credit Agreement and other Credit Documents and all of the obligations of a Lender thereunder and its Loans and Commitments other matters incidental to the TLB 2024 Refinancing Term Loan and/or Credit Agreement and the TLA-2 Facility shall be either as maintained by other Credit Documents. Such New Lender confirms with the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth that it does not rely, and it will not hereafter rely, on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). Each New Lender severally, and not jointly, further (a) represents and warrants that Agent:
(i) to check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrower, its Subsidiaries or any other Person under or in connection with the Credit Agreement and other Credit 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 the Borrower and its Subsidiaries.
(c) a copy of the Credit Agreement has been made available to it for review and further acknowledges and agrees that it has full power received copies of such other Credit Documents and authoritysuch 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 Credit Documents and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and thereby. Such New Lender acknowledges to become a the Agent that it is satisfied with the form and substance of the Credit Agreement (as amended and supplemented hereby) and the other Credit Documents.
3.3 Without in any way limiting the other provisions hereof, each New Lender irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit AgreementAgreement and the other Credit Documents as are delegated to the Agent by the terms thereof, (ii) it meets together with such powers as are reasonably incidental thereto, all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 Effective Date, it shall be bound by in accordance with the provisions of the Credit Agreement as a Agreement.
3.4 Each New Lender thereunder and shall have specifies that its address for the obligations purpose of a Lender thereunder, and (iv) it has received a copy notices under Section 12.4 of the Credit AgreementAgreement is: For funding notices: Fédération des caisses Xxxxxxxxxx du Québec 0000 Xxxx Xxxxxx, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereofXxxxx #000 Xxxxxxxx, as applicableXX X0X 0X0 Attention: Director, and such Corporate Banking Facsimile: (000) 000-0000 Export Development Canada 000 Xxxxxx Xxxxxx Ottawa, ON K1A 1K3 Attention: Loans Services - Syndications Email: Xxxxx.xxxxxxxx@xxx.xx For all other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agentnotices: Fédération des caisses Xxxxxxxxxx du Québec 0000 Xxxx Xxxxxx, any other LenderXxxxx #000 Xxxxxxxx, agent or arranger; and XX X0X 0X0 Attention: Director, Corporate Banking Facsimile: (b000) agrees that (i) it will000-0000 Export Development Canada 000 Xxxxxx Xxxxxx Ottawa, 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 that by the terms of the Loan Documents are required to be performed by it as a Lender.ON K1A 1K3 Attention: Financing Manager Email: xxxxxx@xxx.xx
Appears in 1 contract
New Lenders. (a) By its execution of this Amendment, each TLB 2024 Refinancing New Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 Effective Date, it shall be become a party to the Credit Agreement as a Lender, of the Third Amendment Effective Date and 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). Each New Lender severallyobligations, 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 of a Lender “Lender” under the Credit AgreementAgreement and the other Loan Documents as if each were an original signatory thereto, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreementand shall agree, (iii) from and after the Amendment No. 13 Effective Datedoes hereby agree, it shall severally and not jointly, to be bound by the provisions of terms and conditions set forth in the Credit Agreement and the other Loan Documents to which the Lenders are a party, in each case, as a Lender thereunder if each were an original signatory thereto.
(b) Each New Lender, severally and shall have the obligations of a Lender thereundernot jointly, and (ivi) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement on the basis of which Agreement; (ii) agrees that it has made such analysis and decision independently and without reliance on upon the Administrative Agent, Agent or any other Lender, agent or arranger; and based on such information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and the Credit Agreement (b) agrees and that (i) it will, independently and without reliance on upon the Administrative Agent, the Issuing Bank 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); (iii) represents and warrants that (A) its name set forth herein is its legal name, (B) 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 Amendment, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated by, this Amendment, the Credit Agreement and the other Loan Documents, (C) 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 (iiD) this Amendment constitutes its legal, valid and binding obligation; (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 Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v) appoints and authorizes the Issuing Bank to take such action as letter of credit issuing bank on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Issuing Bank by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender; and (vii) represents and warrants that 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 no tax forms described in Section 5.03(a) of the Credit Agreement are required to be delivered by such New Lender (or if required, such tax forms have been delivered to the Administrative Agent as required under Section 5.03(a) of the Credit Agreement).
(c) Each New Lender hereby advises each other party hereto that its respective address for notices and its respective Lending Office shall be as set forth below its name on its signature page attached hereto.
(d) On the Third Amendment Effective Date, each of the Lenders that was a Lender prior to the date Third Amendment Effective Date (each, an “Existing Lender”) hereby sells, assigns, transfers and conveys to the New Lenders, and each of the New Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans and participations in letters of credit outstanding under, the Credit Agreement such that, immediately after giving effect to the effectiveness of this Amendment, the Applicable Percentage of each Lender to the Credit Agreement and the portion of the relevant Commitment of each Lender, shall be as set forth on Annex I, as amended hereby (it being understood that if any Letters of Credit are outstanding under the Credit Agreement as of the Third Amendment Effective Date, then each of the New Lenders shall have purchased and accepted from the Existing Lenders, a participation in such outstanding Letters of Credit based on its respective Applicable Percentage). The foregoing assignments, transfers and conveyances are without recourse to any Existing Lender and without any warranties whatsoever by the Administrative Agent, the Issuing Bank or any Existing Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than that the warranty of any such Existing Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Existing Lenders and the Lenders shall, if appropriate, make all appropriate adjustments in payments under the Credit Agreement and the other Loan Documents thereunder for periods prior to the adjustment date among themselves, but in no event shall any such adjustment of Eurodollar Loans (a) constitute a payment or prepayment of all or a portion of any Eurodollar Loans or (b) entitle any Lender to any reimbursement under Section 5.02 of the Credit Agreement.
Appears in 1 contract
New Lenders. By its execution of this Amendment, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) Lender that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility Facilities after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility Facilities shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to revised Schedule 2.01 attached as Exhibit B Annex II hereto (or, with respect to the TLA-2 Term B Facility, maintained with the Administrative Agent). 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 meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 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 6.01 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 the 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 (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 that by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Aecom)
New Lenders. By its execution of this Amendment, each TLB 2024 Refinancing (a) Each new Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to executes this Amendment but was not a Lender under the Credit Agreement immediately before the Third Amendment Effective Date (each each, a “New Lender”) hereby confirms agrees and agrees that, on and after the acknowledges by executing this Amendment No. 13 Effective Date, it shall be is a party to Lender for all purposes of the Credit Agreement as (including having a Lender, shall have all of Commitment in the amount set forth on Schedule 2.01 hereto) and the other Loan Documents and has the rights and be obligated to perform all of the obligations of a Lender thereunder under the Credit Agreement and its Loans and Commitments to the TLB 2024 Refinancing Term other Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility)Documents. Each Additionally 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 (including this Section 4) and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, Agreement and (ii) it meets all the requirements of to be an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 Effective Date, it shall be bound by the provisions of the Credit Agreement (subject to such consents, if any, as a Lender thereunder and shall have may be required under Section 10.06 of the obligations of a Lender thereunderCredit Agreement), and (ivb) confirms it has received a copy of the Credit Agreement, together with and has received or has been afforded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement on the basis of which Agreement, (c) confirms it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, 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 the Credit Agreement, (d) if it is a Foreign Lender, agent or arranger; agrees to provide 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 (be) 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 that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
New Lenders. By its execution of this Amendment, each TLB 2024 Refinancing Lender and each TLA-2 Pro Rata Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility Pro Rata Facilities after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 12 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility Pro Rata Facilities shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to revised Schedule 2.01 attached as Exhibit Annex B hereto (with respect to the TLA-2 Facility)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 meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 12 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 6.01 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 the 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 (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 that by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Kbr, Inc.)
New Lenders. By its execution The parties hereto acknowledge and agree that:
(a) Each of this Amendment, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) the undersigned financial institutions that is providing any portion of not a party to the TLB 2024 Refinancing Term Loan or Credit Agreement prior to the TLA-2 Facility after giving effect to this Amendment Effective Date (each each, a “New Lender”) hereby confirms agrees to be bound by the provisions of the Amended Credit Agreement and agrees thatthat it shall, on and after the Amendment No. 13 Effective Date, it shall be become a party to Lender for all purposes of the Credit Agreement Agreement, with a Revolving Commitment, a Term A-1 Loan Commitment and/or a Term A-2 Loan Commitment, as a Lenderapplicable, 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). Amended Credit Agreement.
(b) Each undersigned 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 by the Amended Credit Agreement and to become a Lender under the Amended Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under satisfies the requirements, if any, specified in the Credit AgreementAgreement and under applicable law that are required to be satisfied by it in order to become a Lender, (iii) from and after the Amendment No. 13 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, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Revolving Commitment, Term A-1 Loan Commitment and/or Term A-2 Loan Commitment that it will obtain pursuant to this Amendment and either it, or the Person exercising discretion in making its decision to acquire such Commitment(s), is experienced in acquiring assets of such type and (ivv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 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 party to the Amended Credit Agreement Agreement) on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any Arranger or any other Lender, agent Lender or arrangerany of their respective Related Parties; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Arranger or any other LenderLender or any of their respective Related Parties, 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 Credit Agreement and the other Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Amended Credit Agreement and the other Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Hillenbrand, Inc.)
New Lenders. By its execution On the Amendment Effective Date, subject to the satisfaction of this Amendmentthe conditions precedent set forth in Section 6, each TLB 2024 Refinancing Lender of Canadian Imperial Bank of Commerce, HSBC Bank Canada and each TLA-2 Lender Xxxxx Fargo Bank, N.A., Canadian Branch (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each each, a “New Lender” and together the “New Lenders”) hereby confirms and agrees that, on and after the Amendment No. 13 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 become a Lender thereunder and its Loans and Commitments to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility)hereunder.
SECTION 10.01. Each New Lender severally, and not jointly, further (a) represents and warrants hereby confirms 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 Credit Agreement, (iii) from and after the Amendment No. 13 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 6.01 thereof, as applicableother Loan Documents and the Schedules and Exhibits related thereto, 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, together with copies of the documents which were required to be delivered under the Credit Agreement on as a condition to the basis making of which the Loans and other extensions of credit thereunder. Each New Lender acknowledges and agrees that it has made such analysis and decision independently and without reliance on the Administrative Agent, any other Lender, agent or arranger; and (b) agrees that (i) it willwill continue to make, independently and without reliance on upon the Administrative Agent, Agent or any other Lender, 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 warranties about the creditworthiness of the Borrowers or any of their Subsidiaries or any other party to the Credit Agreement or any other Loan Document or with respect to the legality, validity, sufficiency or enforceability of the Credit Agreement or any other Loan Document or the value of any security therefor.
SECTION 10.02. Each New Lender:
(i) shall be deemed automatically to have become a party to the Credit Agreement and have all the rights and obligations of a “Lender” under the Loan Documents, and Credit Agreement as of the Amendment Effective Date,
(ii) it will agrees to be bound by the terms and conditions set forth in the Credit Agreement as of the Amendment Effective Date and to perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender,
(iii) represents and warrants that it has full power and authority, and has taken all actions necessary, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to become a Lender and a Revolving Lender under the Credit Agreement,
(iv) confirms that it is a permitted assignee of the Revolving Loans and Revolving Commitments under Section 9.04(b) of the Credit Agreement,
(v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Administrative Agent in accordance with and subject to the terms of the Loan Documents,
(vi) agrees that the Revolving Commitment and Applicable Percentage of such New Lender and each of the other Revolving Lenders are as set forth on the Commitment Schedule to the Credit Agreement attached as Annex C hereto and
(vii) agrees that it will deliver an Administrative Questionnaire to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (CRH Medical Corp)
New Lenders. By Each New Lender acknowledges and agrees that upon its execution of this Amendment that, in each case from and after the effectiveness of this Amendment, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each shall become a “New Lender”) hereby confirms ” under, and agrees thatfor all purposes of, on and after the Amendment No. 13 Effective Date, it shall be a party to the Credit Agreement (as a Lenderamended hereby) and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). Each New Lender severallythereunder, and not jointly, further (a) further:
1. represents and warrants that (ia) it has full power and authority, and has taken all action actions necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender hereby, (b) except for obtaining the consents, if any, required under the Credit Agreement, (ii) it meets all the requirements and is otherwise a Person eligible to be (and not disqualified from being) an assignee under Section 10.9 of an Eligible Assignee under the Credit Agreement, (iiic) from it is sophisticated with respect to decisions to acquire the Revolving Loans and after Revolving Loan Commitments assigned to it hereunder and either New Lender or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (d) the Person signing, executing and delivering this Amendment No. 13 Effective Dateon behalf of the New Lender is an authorized signer for the New Lender and is authorized to execute, sign and deliver this Amendment, (e) the representations and warranties required to be made by it shall be bound by the provisions of under the Credit Agreement are true, correct and complete and (f) it is not a Disqualified Institution;
2. irrevocably appoints and authorizes Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto;
3. agrees that it shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender thereunder and shall have the obligations of a Lender thereunder, and (iv) Lender;
4. confirms it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement on the basis of which it has made such analysis this Assignment and decision shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance on the Administrative upon Agent, any other LenderL/C Issuer, agent or arranger; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Lender or any other Lender, Indemnitee and based on such documents and information as it shall deem appropriate at the time;
5. acknowledges and agrees that, continue as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform use such information in accordance with their terms all Section 10.10 of the obligations Credit Agreement;
6. specifies as its applicable Lending Offices (and addresses for notices) the offices at the addresses specified to Agent prior to the date hereof and that by it has delivered to Agent an assignment fee to the terms of the Loan Documents are extent required to be performed paid under Section 10.9 of the Credit Agreement and all documentation required to be delivered by it as a pursuant to Section 11.1 of the Credit Agreement, duly completed and executed by such New Lender; and
7. agrees to execute and deliver to Agent any document or instrument reasonably requested by Agent to effect any of the foregoing.
Appears in 1 contract
New Lenders. By its execution (a) Each of this AmendmentHSBC Bank USA, each TLB 2024 Refinancing Lender N.A., BNP Paribas and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment First Hawaiian Bank (each a “New Lender”) hereby confirms agrees to provide Commitments in the amount set forth on Schedule 2.01 attached hereto and agrees that, on and after the Amendment No. 13 Effective Date, it initial Applicable Percentage of such New Lender 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto therein.
(with respect to the TLA-2 Facility). b) 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 meets all the requirements to be an assignee under Section 11.06(b)(v) of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 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 and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 7.04 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 the Credit Agreement on the basis of which this Amendment, (iv) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, 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 (v) if it is a Foreign Lender, agent or arrangerattached 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 (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 that which by the terms of the Loan Documents are required to be performed by it as a Lender.
(c) The Borrower agrees that, as of the date hereof, each New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
(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 such New Lender’s Administrative Questionnaire delivered by the 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 such New Lender in a notice to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Flowserve Corp)
New Lenders. By its execution of this Amendment, each TLB 2024 Refinancing (a) Each Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to executing this Amendment as a “New Lender” (each each, a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). 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 meets all the requirements to be an assignee under Section 10.06(b)(v) of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 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 and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into the Credit Agreement on the basis of which this Amendment, (iv) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, 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, (v) if it is a Foreign Lender, agent 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 arrangeraccount subject to Section 4975 of the Code, (C) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the 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, 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 that which by the terms of the Loan Documents are required to be performed by it as a Lender.
(b) The Company agrees that, as of the date hereof, such New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
(c) The applicable address, facsimile number and electronic mail address of each New Lender for purposes of Section 10.02 of the Credit Agreement are as set forth in such New Lender’s Administrative Questionnaire delivered by such New Lender to the Agent on or 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 Agent.
(d) The parties hereto agree that the Company, the Lenders and the Agent shall effect such assignments, prepayments, Borrowings and reallocations as are necessary to effectuate the modifications to the Commitments and Loans as contemplated in this Amendment such that, after giving effect thereto, the Lenders shall hold each class of the Commitments and Loans and have the Pro Rata Shares, in each case as set forth on Schedule 2.01 hereto. Each Lender party hereto waives any “breakage” costs that it would otherwise be entitled to pursuant to Section 3.05 of the Credit Agreement solely as a result of the foregoing.
Appears in 1 contract
New Lenders. By its execution (i) Upon the effectiveness of this Amendment, each TLB 2024 Refinancing Lender and each TLA-2 BankPlus, a Mississippi banking corporation, as a new Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each a “New Lender”) hereby confirms and ), agrees that, on and after the Amendment No. 13 Effective Date, that 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 under the Credit Agreement and the other Credit Documents and agrees to fund the portion of its Loans and Commitments Lender Commitment required pursuant to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent foregoing clause (with respect to the TLB 2024 Refinancing Term Loana) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto date hereof.
(with respect to the TLA-2 Facility). Each ii) The New Lender severally, and not jointly, further (aA) represents and warrants that (i1) 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 herby and to become a Lender under the Credit Agreement, (ii2) it meets all the requirements of to be an Eligible Assignee under Institution as defined in the Credit Agreement (subject to such consents, if any, as may be required by the Credit Agreement), (iii3) from and after the Amendment No. 13 Effective Dateeffectiveness 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 (iv4) it is sophisticated with respect to decisions to provide a Lender Commitment, (5) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the financial statements provided upon the consummation thereof or of the most recent financial statements delivered pursuant to Section 6.01 5.2 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its credit analysis and decision to provide a Lender Commitment, (6) it has, independently and without reliance upon the 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 thereby the Credit Agreement on the basis of which Agreement, and (7) if a Foreign Lender, it has made provided all documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such analysis Lender; and decision (B) agrees that (1) it will independently and without reliance on the Administrative 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 Credit Documents, and (ii2) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.
Appears in 1 contract
New Lenders. (a) By its execution of this Amendment, each TLB 2024 Refinancing New Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 Effective Date, it shall be become a party to the Credit Agreement as a Lender, of the Second Amendment Effective Date and 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). Each New Lender severallyobligations, 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 of a Lender “Lender” under the Credit AgreementAgreement and the other Loan Documents as if each were an original signatory thereto, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreementand shall agree, (iii) from and after the Amendment No. 13 Effective Datedoes hereby agree, it shall severally and not jointly, to be bound by the provisions of terms and conditions set forth in the Credit Agreement and the other Loan Documents to which the Lenders are a party, in each case, as a Lender thereunder if each were an original signatory thereto.
(b) Each New Lender, severally and shall have the obligations of a Lender thereundernot jointly, and (ivi) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement on the basis of which Agreement; (ii) agrees that it has made such analysis and decision independently and without reliance on upon the Administrative Agent, Agent or any other Lender, agent or arranger; and based on such information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and the Credit Agreement (b) agrees and that (i) it will, independently and without reliance on upon the Administrative Agent, the Issuing Bank 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); (iii) represents and warrants that (A) its name set forth herein is its legal name, (B) 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 Amendment, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated by, this Amendment, the Credit Agreement and the other Loan Documents, (C) 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 (iiD) this Amendment constitutes its legal, valid and binding obligation; (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 Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v) appoints and authorizes the Issuing Bank to take such action as letter of credit issuing bank on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Issuing Bank by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender; and (vii) represents and warrants that 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 no tax forms described in Section 5.03(a) of the Credit Agreement are required to be delivered by such New Lender (or if required, such tax forms have been delivered to the Administrative Agent as required under Section 5.03(a) of the Credit Agreement).
(c) Each New Lender hereby advises each other party hereto that its respective address for notices and its respective Lending Office shall be as set forth below its name on its signature page attached hereto.
Appears in 1 contract
New Lenders. By its execution Subject to the occurrence of this Amendmentthe Third Amendment Effective Date, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing parties hereto hereby agrees that each of the Lenders (including certain existing Lenders becoming a Revolving Lender with a new Class of Revolving Commitment or a Third Amendment Effective Date Term Loan or the TLA-2 Facility after giving effect to this Amendment Lender with new Term Commitment, as applicable) listed on Schedule I hereto (each each, a “New Lender” and, collectively, the “New Lenders”) hereby confirms will (and agrees thatdoes hereby) become a “Revolving Lender” or a “Term Lender”, on as applicable, under and after the Amendment No. 13 Effective Date, it shall be a party to for all purposes of the Credit Agreement with a Commitment of a Class and amount as a Lender, shall have set forth on Schedule II hereto and hereby agrees to be bound by and comply with all of the rights terms and be obligated provisions of the Credit Agreement applicable to it as a “Revolving Lender” or a “Term Lender”, as applicable, thereunder and that it will perform all of the obligations of a Lender thereunder and its Loans and Commitments to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained which by the Administrative Agent (with respect terms of the Credit Agreement are required to the TLB 2024 Refinancing be performed by it as a Revolving Lender or a Term Loan) or Lender, as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility)applicable. 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 Revolving Lender or a Term Lender, as applicable, under the Credit Agreement. For the avoidance of doubt, the Commitments of each Lender (iiincluding the New Lenders) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 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 set forth in Schedule I of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, amended and such other documents and information restated hereby as it has deemed appropriate to make its own credit analysis and decision to enter into the 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 (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 set forth in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a LenderExhibit B hereto.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Blue Owl Credit Income Corp.)
New Lenders. By its execution of (a) Each entity executing this Amendment, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) Amendment under the heading “Lenders” on the signature pages hereto that is providing any portion of not a Lender party to the TLB 2024 Refinancing Term Loan or Existing Credit Agreement immediately prior to the TLA-2 Facility after giving effect to this First Amendment Effective Date (each each, a “New Lender”) hereby confirms and agrees that, on and after giving effect to this Amendment, as of the First Amendment No. 13 Effective Date, it shall be a party to the Credit Agreement as a Lender, such New Lender shall have all of the rights Commitments and be obligated to perform all of the obligations of a Lender thereunder and its Loans and Commitments to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or Applicable Percentages as set forth on the update to Schedule 2.01 attached as Exhibit B hereto hereto.
(with respect to the TLA-2 Facility). b) Each New Lender severally, and not jointly, further 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 and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (ii) it meets all the requirements of to be an Eligible Assignee assignee under the Amended Credit Agreement (subject to such consents, if any, as may be required the Amended Credit Agreement), (iii) from and after the First Amendment No. 13 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and and, to the extent of its Commitments thereunder, shall have the obligations of a Lender thereunder, and (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitments under the Amended Credit Agreement, and either it, or the Person exercising discretion in making its decision to acquire such Commitments, is experienced in acquiring assets of such type, (v) 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 6.01 thereof7.01 of the Existing Credit Agreement, 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 the Commitments under the Amended Credit Agreement on the basis of which Agreement, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, 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 under the Amended Credit Agreement and (vii) if it is a Foreign Lender, agent or arrangerit has delivered to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by it; and (b) agrees that (i) it will, independently and without reliance on upon 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 that which by the terms of the Loan Documents are required to be performed by it as a Lender.
(c) Each Loan Party (including each New Loan Party) agrees that, after giving effect to this Amendment, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Amended Credit Agreement and the other Loan Documents, (ii) be a “Lender” for 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.
(d) The parties hereto agree that the Borrower, the Lenders and the Administrative Agent shall effect such assignments, prepayments, borrowings and reallocations as are necessary to effectuate the modifications to the Commitments and Loans as contemplated in this Amendment such that, after giving effect thereto, the Lenders shall hold Commitments and Applicable Percentages as set forth on Schedule 2.01 attached hereto. Each Lender party hereto waives any “breakage” costs that is would otherwise be entitled to pursuant to Section 3.05 of the Existing Credit Agreement solely as a result of the foregoing. Any assignments effected pursuant to this Section 9 shall be deemed to be done in compliance with Section 11.06 of the Existing Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Concentrix Corp)
New Lenders. By its execution (a) Each of this AmendmentBank of America, each TLB 2024 Refinancing Lender N.A. and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment Xxxxxx Xxxxxxx Bank, N.A. (each a “New Lender” and collectively, the “New Lenders”) hereby confirms and agrees that, on and after the Amendment No. 13 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). Each New Lender severally, and not jointly, further
(a) represents and warrants confirms 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 Credit Agreement, (iii) from and after the Amendment No. 13 Effective Date, it shall be bound by the provisions received copies 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 Agreementother Loan Documents, together with copies of the most recent financial statements delivered pursuant referred to Section 6.01 thereof, as applicable, therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the 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 arrangerthis Amendment; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, upon Agent or any other Lender, and based on upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (c) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender agrees to deliver to Agent a completed administrative questionnaire in which such New Lender designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Borrower and the Loan Parties or their respective securities) will be made available and who may receive such information in accordance with such New Lender’s compliance procedures and applicable laws, including Federal and state securities laws.
(b) Agent and each Lender (including each New Lender) hereby agree that on the date hereof, (a) the aggregate Revolver Commitments are being increased as reflected on Schedule C-1 (as amended by this Amendment), (b) the Revolver Commitment of WFF, as a Lender (the “Existing Lender”), is being increased as reflected on Schedule C-1 (as amended by this Amendment) and (c) the New Lenders are joining the Credit Agreement as Lenders, purchasing Advances from the Existing Lender, making Revolver Commitments under the Credit Agreement and making Advances. In connection with the foregoing, each New Lender agrees to purchase from the Existing Lender (and will be deemed, without the taking of any further action, to have purchased from Existing Lender), as necessary, such portions of the Commitments and Advances as are necessary so that on the date hereof, after giving effect to such purchases and sales, and after the consummation of the Fusepoint Purchase Acquisition, each Lender has the Commitments and the outstanding Advances set forth on the Schedule C-1 (as amended by this Amendment).
Appears in 1 contract
Samples: Credit Agreement (SAVVIS, Inc.)
New Lenders. By its execution of this Amendment, each TLB 2024 Refinancing Lender (a) Citizens Bank and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment Fifth Third Bank (each a “New Lender” and collectively, the “New Lenders”) hereby confirms agree to provide a Commitment in the amount set forth on Schedule 2.01 attached hereto and agrees that, on and after the Amendment No. 13 Effective Date, it initial Applicable Percentage of the New Lender 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto therein.
(with respect to the TLA-2 Facility). b) 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 meets all the requirements to be an assignee under Section 11.06(b)(iii) and (v) of an Eligible Assignee 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 Amendment No. 13 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 is sophisticated with respect to decisions to acquire assets of the type represented by the Commitment and it is experienced in acquiring assets of such type, (v) it has received a copy of the 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 6.01 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 the Credit Agreement on the basis of which this Amendment, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, 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 (vii) if it is a Foreign Lender, agent or arrangerit has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed; 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 Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.
(c) The Borrower agrees that, as of the date hereof, each New Lender shall (i) be a party to the Credit Agreement and the other Credit Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Credit Documents, and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Credit 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 such New Lender’s Administrative Questionnaire delivered by such 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 such New Lender in a notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender.
Appears in 1 contract
New Lenders. By its execution of this Amendment, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lendera) that is providing any portion of U.S. Bank National Association (the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each a “New Lender”) hereby confirms agrees to provide a Commitment in the amount set forth on Schedule 2.01 attached hereto and agrees that, on and after the Amendment No. 13 Effective Date, it initial Applicable Percentage of the New Lender 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto therein.
(with respect to the TLA-2 Facility). Each b) The 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 meets all the requirements to be an assignee under Section 11.06(b)(iii) and (v) of an Eligible Assignee 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 Fourth Amendment No. 13 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 and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 7.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into the Credit Agreement on the basis of which this Amendment, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, 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 (vii) if it is a Foreign Lender, agent or arrangerattached hereto is 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 (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 that which by the terms of the Loan Documents are required to be performed by it as a Lender.
(c) The Borrower agrees that, as of the date hereof, the New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
(d) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 11.02 of the Credit Agreement are as set forth in the New Lender’s Administrative Questionnaire delivered by the 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 the New Lender in a notice to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Innerworkings Inc)
New Lenders. By its execution Subject to the occurrence of this Amendmentthe Effective Date, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or parties hereto hereby agrees that each of the TLA-2 Facility after giving effect to this Amendment Lenders (each including certain existing Lenders becoming a Lender with a new Class of Commitment) listed on Schedule I hereto (each, a “New Lender” and, collectively, the “New Lenders”) hereby confirms will (and agrees thatdoes hereby) become a “Lender”, on “Revolving Lender”, “Term Lender”, “Multicurrency Lender” and/or “Dollar Lender”, as applicable, under and after the Amendment No. 13 Effective Date, it shall be a party to for all purposes of the Credit Agreement with Commitments of a Class and amount as a Lender, shall have set forth on Schedule I hereto and hereby agrees to be bound by and comply with all of the rights terms and be obligated provisions of the Credit Agreement applicable to it as a “Lender”, “Revolving Lender”, “Term Lender”, “Multicurrency Lender” and/or “Dollar Lender”, as applicable, thereunder and that it will perform all of the obligations of a Lender thereunder and its Loans and Commitments to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained which by the Administrative Agent (with respect terms of the Credit Agreement are required to the TLB 2024 Refinancing be performed by it as a Lender, Revolving Lender, Term Loan) or Lender, Multicurrency Lender and/or Dollar Lender, as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility)applicable. 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, Revolving Lender, Term Lender, Multicurrency Lender and/or Dollar Lender, as applicable, under the Credit Agreement. For the avoidance of doubt, the Commitments of each Lender (iiincluding the New Lenders) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 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 set forth in Schedule I of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the 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 (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 that by the terms of the Loan Documents are required to be performed by it as a Lenderamended hereby.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs Private Credit Corp.)
New Lenders. By its execution of this AmendmentEach New Lender hereby joins in, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each becomes a “New Lender”) hereby confirms party to, and agrees that, on to comply with and after be bound by the Amendment No. 13 Effective Date, it shall be a party to terms and conditions of the Credit Agreement as a Lender, shall have all of the rights and be obligated to perform all of the obligations of amended by this Fifth Amendment as a Lender thereunder and its Loans under each and Commitments every other Loan Document to which any Lender is required to be bound by the Credit Agreement as amended by this Fifth Amendment, to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either same extent as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility)if such New Lender were an original signatory thereto. Each New Lender severallyhereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as amended by this Fifth Amendment as are delegated to the Administrative Agent by the terms thereof, together with such powers and not jointly, further (a) discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (ia) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and Fifth Amendment, to consummate the transactions contemplated hereby by this Fifth Amendment and to become a party to, and a Lender under the Credit Agreementunder, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 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 thereunderamended by this Fifth Amendment, and (ivb) it has received a copy of the Credit Agreement, together with Agreement and copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable8.01 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 the Credit Agreement 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, 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 (c) from and information as after the Fifth Amendment Effective Date, it shall deem appropriate at be a party to and be bound by 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 provisions of the obligations that Credit Agreement as amended by this Fifth Amendment and the terms of the other Loan Documents are required to be performed by it as and have the rights and obligations of a LenderLender thereunder.
Appears in 1 contract
Samples: Credit Agreement (Centennial Resource Development, Inc.)
New Lenders. By its execution of this AmendmentThe Toronto-Dominion Bank, each TLB 2024 Refinancing Lender and each TLA-2 Lender New York Branch (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). Each New Lender severally, and not jointly, further (ai) represents and warrants that (iA) 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 by the Amended Credit Agreement and to become a Lender under the Amended Credit Agreement, (iiB) it meets all requirements of an Eligible Assignee satisfies the requirements, if any, specified in the Amended Credit Agreement and under applicable law that are required to be satisfied by it in order to acquire its Revolving Commitments and Loans under the Amended Credit AgreementAgreement and become a Lender, (iiiC) from and after the Amendment No. 13 2 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and, to the extent of its Revolving Commitments and Loans, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Revolving Commitments and Loans of the New Lender and either it, or the Person exercising discretion in making its decision to acquire the Revolving Commitments and Loans of the New Lender, is experienced in acquiring assets of this type, and (ivE) it has received a copy of the Existing Credit Agreement and the Amended Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereofSections 6.3(a) and 6.3(b) of the Existing Credit Agreement, 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 under the Amended Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Arrangers or any other LenderLender or their respective Related Parties, agent or arranger; and (bii) agrees that (iA) it will, independently and without reliance on the Administrative Agent, the Arranger or any other LenderLender or their respective Related Parties, 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 that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
New Lenders. By its execution (a) Subject to the occurrence of this Amendmentthe Second Amendment Effective Date, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or parties hereto hereby agrees that each of the TLA-2 Facility after giving effect to this Amendment Lenders (each including certain existing Lenders becoming a Lender with a new Class of Commitment) listed on Schedule I hereto (each, a “New Lender” and, collectively, the “New Lenders”) hereby confirms will (and agrees that, on does hereby) become a “Lender” under and after the Amendment No. 13 Effective Date, it shall be a party to for all purposes of the Credit Agreement with Commitments of a Class and amount as a Lender, shall have set forth on Schedule I hereto and hereby agrees to be bound by and comply with all of the rights terms and be obligated provisions of the Credit Agreement applicable to it as a “Lender” thereunder and that it will perform all of the obligations of a Lender thereunder and its Loans and Commitments to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained which by the Administrative Agent (with respect terms of the Credit Agreement are required to the TLB 2024 Refinancing Term Loan) or be performed by it as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility)a Lender. Each New Lender severallyrepresents and warrants that it has full power and authority, and has taken all action necessary, to execute this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement. For the avoidance of doubt, the Commitments of each Lender (including the New Lenders) shall be as set forth in Schedule 1.01(b) of the Credit Agreement, as amended hereby.
(b) Each of the Lenders (including each New Lender) hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; and (iii) it has made and continues to make its own credit decisions in taking or not jointlytaking action under the Loan Documents, further independently and without reliance upon the Administrative Agent or any other Lender.
(c) Each of the New Lenders 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 AgreementAgreement (as amended hereby), (ii) it meets all requirements of an Eligible Assignee under satisfies the requirements, if any, specified in the Credit AgreementAgreement that are required to be satisfied by it in order to make its Commitment set forth opposite its name on Schedule 1.01(b) (as amended by this Amendment) and become a Lender, (iii) from and after the Second Amendment No. 13 Effective Date, it shall be bound by the provisions of the Credit Agreement (as amended hereby) as a Lender thereunder and and, to the extent of its Commitment set forth opposite its name on Schedule 1.01(b) (as amended by this Amendment), shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with receive copies of the most recent financial statements delivered pursuant to Section 6.01 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 the Credit Agreement this Amendment and to make its Commitment set forth opposite its name on Schedule 1.01(b) (as amended by this Amendment), on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, Agent or any other Lender, and (vi) if it is a Foreign Lender, it has delivered 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 it, and (b) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent or arrangeron its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such actions and powers as are reasonably incidental thereto; and (bc) 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 that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Kayne Anderson BDC, Inc.)
New Lenders. By its execution (a) Each of this Amendment, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) the undersigned financial institutions that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 Effective Date, it shall be not a party to the Credit Agreement as a prior to the effective date of this Amendment (each, an “New Lender, shall have all ”) agrees to be bound by the provisions of the rights Credit Agreement and be obligated to perform agrees that it shall, on the effective date of this Amendment, become a Lender for all purposes of the obligations of Credit Agreement, with a Lender thereunder and its Loans and Commitments to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or Commitment as set forth on the update to Schedule 2.01 attached as Exhibit B hereto hereto.
(with respect to the TLA-2 Facility). b) Each undersigned 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 by the Credit Agreement and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under satisfies the requirements, if any, specified in the Credit AgreementAgreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Amendment No. 13 Effective Dateeffective 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 Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 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 the Credit Agreement this Amendment on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any other Lender, agent Lender or arrangerany Issuing Bank; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Lender or any other LenderIssuing 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 and the other Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Watsco Inc)
New Lenders. By its execution of this AmendmentEach New Lender hereby joins in, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each becomes a “New Lender”) hereby confirms party to, and agrees that, on to comply with and after be bound by the Amendment No. 13 Effective Date, it shall be a party to terms and conditions of 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 under each and Commitments every other Loan Document to which any Lender is required to be bound by the Credit Agreement as amended hereby, to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either same extent as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility)if such New Lender were an original signatory thereto. Each New Lender severallyhereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and not jointly, further (a) discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (ia) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and Fifth Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under the Credit Agreementunder, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 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 thereunderamended hereby, and (ivb) it has received a copy of the Credit Agreement, together with Agreement and copies of the most recent financial statements delivered pursuant to Section 6.01 8.01 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 the Credit Agreement 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, 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 (c) from and information as after the Fifth Amendment Effective Date, it shall deem appropriate at be a party to and be bound by the timeprovisions of the Credit Agreement as amended hereby and the other Loan Documents and have the rights and obligations of a Lender thereunder. If the WHT Acquisition Closing Date does not occur, continue and the conditions set forth in Section 5 hereof are not satisfied, in each case, on or prior to make its own credit decisions in taking or not taking action April 30, 2013, any New Lender with a Maximum Credit Amount of $0.00 shall automatically cease to be a Lender for all purposes under the Loan Documents, Credit Agreement and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the other Loan Documents are required to be performed by it as a Lenderof May 1, 2013.
Appears in 1 contract
New Lenders. By its execution of this Amendment, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion Subject to the occurrence of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 Restatement Effective Date, it shall be each of the New Lenders hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of 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 under each and Commitments every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the TLB 2024 Refinancing Term Loan and/or same extent as if such New Lender were an original signatory thereto. The New Lenders hereby appoint and authorize the TLA-2 Facility shall be either Agent to take such actions as maintained the Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the Administrative Agent (terms thereof, together with respect to the TLB 2024 Refinancing Term Loan) or such powers and discretion as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility)are reasonably incidental thereto. Each of the New Lender severally, and not jointly, further Lenders (ax) 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 Agreement, (iib) it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 10.07(b)(iii) of the Credit Agreement), (iiic) from and after the Amendment No. 13 Restatement Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (d) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitment and either it, or the Person exercising discretion in making its decision to acquire its Commitment, is experienced in acquiring assets of such type, (ive) 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 6.01 thereofof the Existing Credit Agreement, 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 the Credit Agreement on the basis of which this Agreement, (f) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, agent or arrangermade its own credit analysis and decision to enter into this Agreement and to provide its Commitment, and (g) it has delivered all documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (by) agrees that (ia) 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 (iib) it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Martin Midstream Partners L.P.)
New Lenders. By its execution of this Amendment1.1 On the Seventh Amendment Effective Date (as defined below), each TLB 2024 Refinancing Lender and each TLA-2 Lender WXXXX FARGO BANK, NATIONAL ASSOCIATION (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 Effective Date, it shall be become a party to “Lender” under the Credit Agreement Agreement, as a Lenderamended hereby, shall have with all of the rights and be obligated to perform all of the obligations duties of a Lender “Lender” thereunder and its Loans and with Commitments to in the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as amounts set forth opposite its name on the update to Schedule 2.01 attached Commitment Schedule, as Exhibit B hereto (with respect to the TLA-2 Facility)amended hereby. Each The 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 meets all the requirements of an Eligible Assignee to be a Lender under the Credit Agreement (and each party hereto consents to the New Lender becoming a Lender under the Credit Agreement), (iii) from and after the Seventh Amendment No. 13 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 is sophisticated with respect to decisions to acquire assets of the type represented by its Commitments and it is experienced in acquiring assets of such type, (v) it has received a copy of the Credit AgreementAgreement and all other Loan Documents, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereofthe Credit Agreement, 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 the Credit Agreement on the basis of which this Amendment, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, agent or arranger; made its own credit analysis and decision to enter into this Amendment and the transactions hereunder, 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 that which by the terms of the Loan Documents are required to be performed by it as a Lender.
1.2 As of the Seventh Amendment Effective Date, the share of all Loans and the participations in all Swingline Loans of the Lenders (including the New Lender) shall be automatically adjusted and assigned without recourse such that, after giving effect to such adjustments and assignments, all Loans and all participations in Swingline Loans under the Credit Agreement are held ratably by the Lenders (determined after giving effect to this Amendment) in proportion to their respective Commitments as set forth on the Commitment Schedule to the Credit Agreement, as amended hereby. The Administrative Agent is hereby authorized to take such steps under the Credit Agreement as reasonably required to give effect to the addition of the New Lender, including, without limitation, reallocating outstanding obligations under the Credit Agreement to the remaining Lenders and the New Lender ratably based on their Commitments shall be paid by the Borrower and the Lenders (including the New Lender) as determined by the Administrative Agent in connection with such reallocation as of the Seventh Amendment Effective Date. The Borrowers shall pay any amounts owing under Section 2.15 of the Credit Agreement pursuant to the terms hereof in connection with the foregoing.
Appears in 1 contract
Samples: Floor Plan First Lien Credit Agreement (Alta Equipment Group Inc.)
New Lenders. By its execution (a) Each of this Amendment, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) the undersigned financial institutions that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 Effective Date, it shall be not a party to the Credit Agreement as a prior to the Amendment No. 1 Effective Date (each, an “New Lender, shall have all ”) agrees to be bound by the provisions of the rights Credit Agreement and be obligated to perform agrees that it shall, on the Amendment No. 1 Effective Date, become a Lender for all purposes of the obligations of a Lender thereunder Credit Agreement, with Commitments and its Loans and Commitments to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either outstanding Loans, as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or applicable, as set forth on the update to amended and restated Commitment Schedule 2.01 in the form of Annex B attached as Exhibit B hereto hereto.
(with respect to the TLA-2 Facility). b) Each undersigned 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 by the Credit Agreement and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under satisfies the requirements, if any, specified in the Credit AgreementAgreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Amendment No. 13 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 Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 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 the Credit this 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 Lender or arrangerany LC Issuer; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Lender or any other LenderLC Issuer, 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 and the other Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
New Lenders. By its execution (a) Subject to the occurrence of this Amendmentthe Amendment Effective Date (as hereinafter defined), each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or parties hereto hereby agrees that each of the TLA-2 Facility after giving effect to this Amendment Lenders (each including certain existing Lenders becoming a Lender with a new Class of Commitment) listed on Schedule I hereto (each, a “New Lender” and, collectively, the “New Lenders”) hereby confirms will (and agrees that, on does hereby) become a “Lender” under and after the Amendment No. 13 Effective Date, it shall be a party to for all purposes of the Credit Agreement with Commitments of a Class and amount as a Lender, shall have set forth on Schedule I hereto and hereby agrees to be bound by and comply with all of the rights terms and be obligated provisions of the Credit Agreement applicable to it as a “Lender” thereunder and that it will perform all of the obligations of a Lender thereunder and its Loans and Commitments to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained which by the Administrative Agent (with respect terms of the Credit Agreement are required to the TLB 2024 Refinancing Term Loan) or be performed by it as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility)a Lender. 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. For the avoidance of doubt, the Commitments of each Lender (iiincluding the New Lenders) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 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 (ivset forth in Schedule 1.01(b) it has received a copy of the Credit Agreement, together with copies as amended hereby.
(b) Each of the most recent Lenders (including each New Lender) hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial statements delivered pursuant to Section 6.01 thereof, as applicable, and condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it has received such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement on the basis of which this Amendment; and (iii) it has made such analysis and decision independently and without reliance on the Administrative Agent, any other Lender, agent or arranger; 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 continues to make its own credit decisions in taking or not taking action under the Loan Documents, independently and (ii) it will perform in accordance with their terms all of without reliance upon the obligations that by the terms of the Loan Documents are required to be performed by it as a Administrative Agent or any other Lender.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Bain Capital Specialty Finance, Inc.)
New Lenders. (a) By its execution of this the First Amendment, each TLB 2024 Refinancing New Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 13 Effective Date, it shall be become a party to the Credit Agreement as a Lender, of the First Amendment Effective Date and 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). Each New Lender severallyobligations, 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 of a Lender “Lender” under the Credit AgreementAgreement and the other Loan Documents as if each were an original signatory thereto, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreementand shall agree, (iii) from and after the Amendment No. 13 Effective Datedoes hereby agree, it shall severally and not jointly, to be bound by the provisions of terms and conditions set forth in the Credit Agreement and the other Loan Documents to which the Lenders are a party, in each case, as a Lender thereunder if each were an original signatory thereto.
(b) Each New Lender, severally and shall have the obligations of a Lender thereundernot jointly, and (ivi) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement on the basis of which Agreement; (ii) agrees that it has made such analysis and decision independently and without reliance on upon the Administrative Agent, Agent or any other Lender, agent or arranger; and based on such information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and the Credit Agreement (b) agrees and that (i) it will, independently and without reliance on upon the Administrative Agent, the Issuing Bank 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); (iii) represents and warrants that (1) its name set forth herein is its legal name, (2) 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 Amendment, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated by, this Amendment, the Credit Agreement and the Loan Documents, (3) 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 (ii4) this Amendment constitutes its legal, valid and binding obligation; (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 Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v) appoints and authorizes the Issuing Bank to take such action as letter of credit issuing bank on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Issuing Bank by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender; and (vii) represents and warrants that 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 no tax forms described in Section 5.03(a) of the Credit Agreement are required to be delivered by such New Lender (or if required, such tax forms have been delivered to the Administrative Agent as required under Section 5.03(a) of the Credit Agreement).
(c) Each New Lender hereby advises each other party hereto that its respective address for notices and its respective Lending Office shall be as set forth below its name on its signature page attached hereto.
Appears in 1 contract
New Lenders. By its execution of this AmendmentFirst Amendment Agreement, each TLB 2024 Refinancing Lender and Person identified as a “Lender” on each TLA-2 Lender (other than an Existing Lender) signature page hereto that is providing any portion of not already a Lender under the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment Existing Credit Agreement (each a “New Lender”) hereby acknowledges, agrees and confirms and agrees that, on and after the by its execution of this First Amendment No. 13 Effective DateAgreement, it such Person shall be deemed to be a party to the Amended Credit Agreement as and a “Lender, ” for all purposes of the Amended Credit Agreement and 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 as if it had executed the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility)Existing Credit Agreement. 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 First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, Agreement and (ii) it meets all the requirements of to be an Eligible Assignee under the Credit AgreementAssignee, (iiib) from and after the Amendment No. 13 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) confirms it has received and had an opportunity to review 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 6.01 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 the Credit Agreement on the basis of which this First Amendment Agreement, (c) confirms it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, 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 First Amendment Agreement, (d) if it is a Foreign Lender, agent or arrangeragrees to provide any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by the New Lender; and (be) 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 that which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Cole Credit Property Trust III, Inc.)
New Lenders. By its execution of this AmendmentSubject to the terms and conditions set forth herein, each TLB 2024 Refinancing Lender with a Revolving Commitment and each TLA-2 Lender (other than an Existing Initial Term Lender) , in each case, that is providing any portion of not a Lender under the TLB 2024 Refinancing Term Loan or Credit Agreement immediately prior to the TLA-2 Facility after giving effect to this Amendment No. 2 Effective Date (each each, a “New Lender”) ), hereby confirms and agrees that, on and after the Amendment No. 13 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). Each New Lender severally, and not jointly, further (ai) represents and warrants that (iA) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (iiB) it meets all requirements of is an Eligible Assignee under the Credit AgreementAssignee, (iiiC) from and after the Amendment No. 13 2 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and, to the extent of the Revolving Credit Commitment and Initial Term Loan Commitment, as applicable, of such New Lender, shall have the obligations of a Lender thereunder and deemed to be a Lender for all purposes thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by such Revolving Credit Commitment and such Initial Term Loan Commitment, as applicable, and either it, or the Person exercising discretion in making its decision to extend such Revolving Credit Commitment and Initial Term Loan Commitment, as applicable, is experienced in acquiring assets of such type, (ivE) it has received a copy of the 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 6.01 thereofSections 6.01(a) and (b) thereof (or, prior to the delivery of such financial statements, the Annual Financial Statements and the Quarterly Financial Statements), 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 the this Amendment and to extend such Revolving Credit Agreement on the basis of which Commitment and Initial Term Loan Commitment, as applicable, (F) it has made such analysis and decision has, independently and without reliance upon any 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 extend such Revolving Credit Commitment and Initial Term Loan Commitment, as applicable, (G) it has separately delivered to the Administrative Agent and the Borrower any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including but not limited to any documentation required pursuant to Section 3.01 of the Credit Agreement, duly completed and executed by such New Lender, and (H) it is not a Disqualified Institution, (ii) appoints and authorizes the Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, any other Lenderas the case may be, agent or arranger; and by the terms thereof, together with such powers as are reasonably incidental thereto, (biii) agrees that (iA) it will, independently and without reliance on upon the Administrative Agent, the 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 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 that which by the terms of the Loan Documents are required to be performed by it as a Lender and (iv) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which such New Lender designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with such New Lender’s compliance procedures and applicable laws, including federal and state securities laws.
Appears in 1 contract
Samples: Credit Agreement (Solo Brands, Inc.)
New Lenders. By its execution of this AmendmentEach Lender which was a party to the Original Credit Agreement, each TLB 2024 Refinancing Lender and each TLA-2 other Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment a party hereto (each a “New Lender”) ), hereby confirms and agrees that, on and after the Amendment No. 13 Effective Date, that it shall be have a party to Commitment in the Credit Agreement as a amount set forth opposite such Lender’s name on the Lenders Schedule under the heading “Commitment”. By its execution and delivery of this Amendment, shall have each New Lender hereby assumes all of the rights and be obligated to perform all of the obligations of a Lender thereunder and its Loans and Commitments under the Credit Agreement to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility)extent of its Commitment. 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 meets all requirements of an Eligible Assignee under the Credit Agreementreserved, (iii) from and after the Amendment No. 13 Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, and (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Notes and either it, or the person exercising discretion in making its decision to enter into this Amendment, is experienced in acquiring assets of such type, (v) it has received a copy of the 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 6.01 §7.4 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 the Credit Agreement on the basis of which this Amendment and to extend its Commitment, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, 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 (vii) if it is a Foreign Lender, agent or arrangerit has forwarded to Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Lender; 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 that which by the terms of the Loan Documents are required to be performed by it as a Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (CorEnergy Infrastructure Trust, Inc.)
New Lenders. By its execution of this Amendment(a) To the extent not already a Lender under the Credit Agreement, each TLB 2024 Refinancing such Increasing/Joinder Lender and each TLA-2 or New Swing Line Euro Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment party hereto (each a “New Lender”) hereby confirms acknowledges and agrees thatthat upon its execution of this Amendment and the making of the New Revolving Commitments or New Swing Line Euro Commitments, on as applicable, that such Increasing/Joinder Lender or New Swing Line Euro Lender shall become a “Lender” or “Swing Line Euro Lender”, as applicable, under, and after the Amendment No. 13 Effective Datefor all purposes of, it shall be a party to the Credit Agreement and the other Loan Documents and shall be subject to and bound by the terms thereof (as a Lendermodified by the provisions of this Amendment), and shall perform all the obligations of and shall have all of the rights and be obligated to perform all of the obligations of a Lender or a Swing Line Euro Lender, as applicable, thereunder and its Loans and Commitments to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either (as maintained modified by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). Each New Lender severallyprovisions of this Amendment, and not jointlyincluding in each case, further (a) represents and warrants that (i) it has full power and authorityfor avoidance of doubt, 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 Credit Agreement, (iii) from and after the Amendment No. 13 Effective Worldpay Closing Date, it shall be bound by the provisions of the Credit Agreement as a First Amendment and this Amendment that become effective upon the occurrence of the Worldpay Closing Date).
(b) Each New Lender thereunder and shall have the obligations of a Lender thereunder, and party hereto (ivi) confirms that it has received a copy of the Credit AgreementAgreement and the First Amendment, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, Sections 6.01(a) and 6.01(b) 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 the 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 arrangerthis Amendment; and (bii) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, Agent or any other Lender, 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; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan DocumentsDocuments as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iiiv) agrees that it will perform in accordance with their terms all of the obligations that which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender or a Swing Line Euro Lender, as applicable.
(c) Each New Lender represents and warrants that it is an Eligible Assignee.
(d) On or prior to the date which is ten Business Days after the Third Amendment Effective Date, each New 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 3.01(f) of the Credit Agreement, duly completed and executed by such New Lender.
(e) For purposes of the Credit Agreement, the initial notice address of each New Lender party hereto shall be as set forth below its signature hereto.
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Information Services, Inc.)
New Lenders. By its execution (a) Subject to the occurrence of this Amendmentthe Fifth Amendment Effective Date, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing parties hereto hereby agrees that each of the Persons (including certain existing Lenders becoming an Initial Term Loan or the TLA-2 Facility after giving effect to this Amendment (each Lender with an Initial Term Commitment) listed on Schedule I hereto as a “New Lender” (each, a “New Lender” and, collectively, the “New Lenders”) hereby confirms will (and agrees that, on does hereby) become a “Lender” under and after the Amendment No. 13 Effective Date, it shall be a party to for all purposes of the Credit Agreement with Commitments of a Class and amount as a Lender, shall have set forth on Schedule I hereto. Each New Lender hereby agrees to be bound by and comply with all of the rights terms and be obligated provisions of the Credit Agreement applicable to it as a “Lender” thereunder and that it will perform all of the obligations of a Lender thereunder and its Loans and Commitments to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained which by the Administrative Agent (with respect terms of the Credit Agreement are required to the TLB 2024 Refinancing Term Loan) or be performed by it as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility)a Lender. 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. For the avoidance of doubt, the Commitments of each Lender (iiincluding the New Lenders) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 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 (ivset forth in Schedule 1.01(b) it has received a copy of the Credit Agreement, together with copies as amended and restated in its entirety hereby.
(b) Each of the most recent Lenders (including each New Lender) hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial statements delivered pursuant to Section 6.01 thereof, as applicable, and condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it has received such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement on the basis of which this Amendment; and (iii) it has made such analysis and decision independently and without reliance on the Administrative Agent, any other Lender, agent or arranger; 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 continues to make its own credit decisions in taking or not taking action under the Loan Documents, independently and without reliance upon the Administrative Agent or any other Lender. In connection with the Initial Term Loan made on the Fifth Amendment Effective Date under the Initial Term Commitment, the Borrower hereby requests, and each of the other parties hereby agree that any proceeds of the Initial Term Loan made on the Fifth Amendment Effective Date and not applied to the payment of fees and expenses on the Fifth Amendment Effective Date (ii) it will perform the “Repayment Amount”), shall be applied to the prepayment of the outstanding principal amount of the Revolving Loans in accordance with their terms all of the obligations that by the terms of the Loan Documents are required and pursuant to be performed by it as a LenderSection 5.08.
Appears in 1 contract
Samples: Revolving Credit Agreement (Hercules Capital, Inc.)
New Lenders. By its execution Subject to the occurrence of this Amendmentthe Effective Date, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or parties hereto hereby agrees that each of the TLA-2 Facility after giving effect to this Amendment Lenders (each including certain existing Lenders becoming a Lender with a new Class of Commitment) listed on Schedule I hereto (each, a “New Lender” and, collectively, the “New Lenders”) hereby confirms will (and agrees thatdoes hereby) become a “Lender”, on “Revolving Lender” and/or “Multicurrency Lender”, as applicable, under and after the Amendment No. 13 Effective Date, it shall be a party to for all purposes of the Credit Agreement with Commitments of a Class and amount as a Lender, shall have set forth on Schedule I hereto and hereby agrees to be bound by and comply with all of the rights terms and be obligated provisions of the Credit Agreement applicable to it as a “Lender”, “Revolving Lender” and/or “Multicurrency Lender”, as applicable, thereunder and that it will perform all of the obligations of a Lender thereunder and its Loans and Commitments to the TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained which by the Administrative Agent (with respect terms of the Credit Agreement are required to the TLB 2024 Refinancing Term Loan) or be performed by it as set forth on the update to Schedule 2.01 attached a Lender, Revolving Lender and/or Multicurrency Lender, as Exhibit B hereto (with respect to the TLA-2 Facility)applicable. 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, Revolving Lender and/or Multicurrency Lender, as applicable, under the Credit Agreement. For the avoidance of doubt, the Commitments of each Lender (iiincluding the New Lenders) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment No. 13 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 set forth in Schedule I of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the 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 (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 that by the terms of the Loan Documents are required to be performed by it as a Lenderamended hereby.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs Private Credit Corp.)
New Lenders. By 1. Each New Lender acknowledges and agrees that upon its execution of this Amendment that, in each case from and after the effectiveness of this Amendment, each TLB 2024 Refinancing Lender and each TLA-2 Lender (other than an Existing Lender) that is providing any portion of the TLB 2024 Refinancing Term Loan or the TLA-2 Facility after giving effect to this Amendment (each shall become a “New Lender”) hereby confirms ” under, and agrees thatfor all purposes of, on and after the Amendment No. 13 Effective Date, it shall be a party to the Credit Agreement (as a Lenderamended hereby) and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and 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 TLB 2024 Refinancing Term Loan and/or the TLA-2 Facility shall be either as maintained by the Administrative Agent (with respect to the TLB 2024 Refinancing Term Loan) or as set forth on the update to Schedule 2.01 attached as Exhibit B hereto (with respect to the TLA-2 Facility). Each New Lender severallythereunder, and not jointly, further further:
(a) represents and warrants that (i) it has full power and authority, and has taken all action actions necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender hereby, (ii) except for obtaining the consents, if any, required under the Credit Agreement, (ii) it meets all the requirements and is otherwise a Person eligible to be (and not disqualified from being) an assignee under Section 10.9 of an Eligible Assignee under the Credit Agreement, (iii) from it is sophisticated with respect to decisions to acquire the Revolving Loans and after Revolving Loan Commitments assigned to it hereunder and either New Lender or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) the Person signing, executing and delivering this Amendment No. 13 Effective Dateon behalf of the New Lender is an authorized signer for the New Lender and is authorized to execute, sign and deliver this Amendment, (v) the representations and warranties required to be made by it shall be bound by the provisions of under the Credit Agreement are true, correct and complete and (vi) it is not a Disqualified Institution;
(b) irrevocably appoints and authorizes Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto;
(c) agrees that it shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender thereunder and shall have the obligations of a Lender thereunder, and Lender;
(ivd) confirms it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement on the basis of which it has made such analysis this Assignment and decision shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance on the Administrative upon Agent, any other LenderL/C Issuer, agent or arranger; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Lender or any other Lender, Indemnitee and based on such documents and information as it shall deem appropriate at the time;
(e) acknowledges and agrees that, continue as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform use such information in accordance with their terms all Section 10.10 of the obligations Credit Agreement;
(f) specifies as its applicable Lending Offices (and addresses for notices) the offices at the addresses specified to Agent prior to the date hereof and that by it has delivered to Agent an assignment fee to the terms of the Loan Documents are extent required to be performed paid under Section 10.9 of the Credit Agreement and all documentation required to be delivered by it as a pursuant to Section 11.1 of the Credit Agreement, duly completed and executed by such New Lender; and
(g) agrees to execute and deliver to Agent any document or instrument reasonably requested by Agent to effect any of the foregoing.
Appears in 1 contract