Common use of New Lenders Clause in Contracts

New Lenders. On the Second Amendment Effective Date and in accordance with Section 2.23 of the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 2 contracts

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

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New Lenders. On Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the Second Amendment Effective Date terms and in accordance with Section 2.23 conditions of the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned Agreement as a Lender thereunder and under each and every other Loan Document to the New Lenders, (b) the Non-Consenting Lenders shall cease which any Lender is required to be Tranche B Term Lenders under, and for all purposes of, bound by the Credit Agreement and as amended hereby, to the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be same extent as set forth on Exhibit A to this Second Amendmentif such New Lender were an original signatory thereto. Each New Lender, Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and the Borrower acknowledges to exercise such powers and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, discretion under the Credit Agreement and the other Loan Documents, on the terms and subject as amended hereby as are delegated to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound Administrative Agent by the terms thereof, together with such powers and shall perform all the obligations of and shall have all rights of a Lender thereunderdiscretion as are reasonably incidental thereto. Each New Lender represents and warrants that (ia) confirms that it has full power and authority, and has taken all action necessary, to execute and deliver this Sixth Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the most recent financial statements referred delivered pursuant to therein Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment; (ii) agrees that Sixth Amendment and to become a Lender on the basis of which it will, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents (c) from and information as after the Sixth 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 provisions of the Credit Agreement; (iii) appoints Agreement as amended hereby and authorizes the Administrative Agent other Loan Documents and have the rights and obligations of a Lender thereunder. If the Subject Acquisition Closing Date does not occur, and the conditions set forth in Section 5 hereof are not satisfied, in each case, on or prior to take such action as agent on its behalf and October 31, 2013, any New Lender with a Maximum Credit Amount of $0.00 shall automatically cease to exercise such powers be a Lender for all purposes under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereofof November 1, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment2013.

Appears in 2 contracts

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

New Lenders. On (a) Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Incremental Joinder Agreement and to consummate the Second Amendment Effective Date transactions contemplated hereby and in accordance with to become a Lender under the Credit Agreement, (ii) it meets the requirements to be an assignee under Section 2.23 11.06(b)(v) of the Credit Agreement, (aiii) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender (i) confirms that it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the other Loan Documents and the exhibits thereto, together with opportunity to receive copies of the most recent financial statements referred delivered pursuant to therein 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 Second Amendment; Incremental Joinder Agreement, (iiiv) agrees that it willhas, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Incremental Joinder Agreement, (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender, and (vi) such New Lender is not and will not be (A) an employee benefit plan subject to Title I of ERISA, (B) a plan or account subject to Section 4975 of the Internal Revenue Code, (C) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code, or (D) a “governmental plan” within the meaning of ERISA.; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 2 contracts

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

New Lenders. On the Second Amendment Effective Date and in accordance with Section 2.23 of the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender (i) confirms that it has received a copy of the Existing Credit Agreement and the other Loan Credit Documents and the exhibits and schedules thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second AmendmentAmendment and the Credit Agreement; (ii) agrees that it will, independently and without reliance upon the Term Administrative Agent Agent, the lead arrangers and bookrunners noted on the cover page hereof (the “Lead Arrangers”) or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Term Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Credit Documents as are delegated to the Term Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, as the case may be, in each case, in accordance with the terms thereof as set forth in the Credit Agreement. For Each New Lender acknowledges and agrees that it shall become a “Tranche B-1 Term Loan Lender” and a “Term Loan Lender” under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a “Tranche B-1 Term Loan Lender” and a “Term Loan Lender” thereunder. The Borrower hereby consents, for purposes of Section 13.6(b)(i)(A) of the Credit Agreement, to the initial notice address assignment on or within ninety (90) days of each New the Amendment No. 1 Effective Date of any Tranche B-1 Term Loans by the Fronting Bank, to (A) any Person that was an Existing Term Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment No. 1 Effective DateDate (immediately prior to giving effect thereto) or (B) any assignees separately identified, and acceptable, to the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second AmendmentBorrower.

Appears in 2 contracts

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

New Lenders. On Each of the Second Persons executing this Amendment as a “Lender” that was not a Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby (a) represents and in accordance with Section 2.23 of 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, (aii) it satisfies the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lendersrequirements, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders underif any, and for all purposes of, specified in the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall that are required to be as set forth on Exhibit A satisfied by it in order to this Second Amendment. Each New become a Lender, (iii) from and after the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Replacement Facilities Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, be bound by the provisions of the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with as a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of Lender thereunder and shall have all rights the obligations of a Lender thereunder. Each New Lender , (iiv) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits theretoAgreement, together with copies of the most recent financial statements referred delivered pursuant to therein Section 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second AmendmentAmendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (iib) agrees that (i) it will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 2 contracts

Samples: Credit Agreement (Diebold Inc), Credit Agreement (Diebold Inc)

New Lenders. On Each New Lender (i) represents and warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment, to consummate the Second Amendment Effective Date transactions contemplated hereby and in accordance with Section 2.23 of to become a Lender under the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender (iii) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits theretoCredit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second AmendmentAmendment and the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender or agent thereunder; (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or agent thereunder and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Credit Documents; (iiiiv) 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 Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. For purposes Each Lender represents and warrants that, in participating as a Lender, it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business, and not for the purpose of investing in the general performance or operations of the Credit AgreementBorrower or any Subsidiary thereof or for the purpose of purchasing, the initial notice address acquiring or holding any other type of each New Lender shall be financial instrument, such as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of a security (and each Lender (including each New Lender) shall be hereby agrees not to assert a claim in contravention of the foregoing, such as set forth on Exhibit A to this Second Amendmenta claim under the federal or state securities laws).

Appears in 1 contract

Samples: Credit Agreement (California Resources Corp)

New Lenders. On By its execution of this Amendment, each Increasing Lender other than an Existing Lender (each a “New Lender”) hereby confirms and agrees that, on and after the Second Amendment No. 3 Effective Date and in accordance with Section 2.23 of the Credit AgreementDate, (a) the Tranche B Term Commitments of the Non-Consenting Lenders it shall be assigned a party to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments as a Lender, shall have all of the Lenders rights and be obligated to perform all of the obligations of a Lender thereunder and its Loans and Commitments to the Facilities shall be as set forth on Exhibit A to this Second Amendmentthe revised Schedule 2.01 attached as Annex I hereto. Each New LenderLender 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 Administrative Agent transactions contemplated hereby and to become a Lender under the Borrower acknowledges Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and agrees that on after the Second Amendment No. 3 Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, be bound by the provisions of the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with as a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of Lender thereunder and shall have all rights the obligations of a Lender thereunder. Each New Lender , and (iiv) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits theretoAgreement, together with copies of the most recent financial statements referred delivered pursuant to therein 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 this Second Amendmentthe 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 (iib) agrees that (i) it will, independently and without reliance upon on the Administrative Agent Agent, or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment[Signature Pages Follow.]

Appears in 1 contract

Samples: Credit Agreement (Kbr, Inc.)

New Lenders. On the Second Amendment Effective Date and in accordance with Section 2.23 of the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second AmendmentNo. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment 1 Effective Date, upon the execution by each person that is a signatory hereto as a Lender but that was not a party to the Credit Agreement prior to giving effect to this Amendment (each a “New Lender’s execution of a ”), such New Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on with the terms Loans and subject to the conditions set forth Commitments described in Section 7 below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender Lender: (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderLender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.17(e) of the Credit Agreement. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendmentpage hereto.

Appears in 1 contract

Samples: Credit Agreement (Apollo Global Management LLC)

New Lenders. On Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the Second Amendment Effective Date terms and in accordance with Section 2.23 conditions of the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned Agreement as a Lender thereunder and under each and every other Loan Document to the New Lenders, (b) the Non-Consenting Lenders shall cease which any Lender is required to be Tranche B Term Lenders under, and for all purposes of, bound by the Credit Agreement and as amended hereby, to the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be same extent as set forth on Exhibit A to this Second Amendmentif such New Lender were an original signatory thereto. Each New Lender, Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and the Borrower acknowledges to exercise such powers and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, discretion under the Credit Agreement and the other Loan Documents, on the terms and subject as amended hereby as are delegated to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound Administrative Agent by the terms thereof, together with such powers and shall perform all the obligations of and shall have all rights of a Lender thereunderdiscretion as are reasonably incidental thereto. Each New Lender represents and warrants that (ia) confirms that it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the most recent financial statements referred delivered pursuant to therein Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment; (ii) agrees that Fifth Amendment and to become a Lender on the basis of which it will, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents (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 provisions of the Credit Agreement; (iii) appoints Agreement as amended hereby and authorizes the Administrative Agent other Loan Documents and have the rights and obligations of a Lender thereunder. If the WHT Acquisition Closing Date does not occur, and the conditions set forth in Section 5 hereof are not satisfied, in each case, on or prior to take such action as agent on its behalf and April 30, 2013, any New Lender with a Maximum Credit Amount of $0.00 shall automatically cease to exercise such powers be a Lender for all purposes under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereofof May 1, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment2013.

Appears in 1 contract

Samples: Credit Agreement (Memorial Production Partners LP)

New Lenders. On Subject to the Second Amendment Effective Date terms and conditions set forth herein and in accordance with Section 2.23 of the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned each Person listed on Schedule 2.01 to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, this Amendment that is not a Lender under the Credit Agreement and immediately prior to the other Loan Documents and Amendment No. 1 Effective Date (ceach, a “New Lender”) agrees to extend a Revolving Credit Commitment under the Tranche B Commitments of Credit Agreement (as amended hereby) on the Lenders shall be as Amendment No. 1 Effective Date in an amount equal to the “Revolving Credit Commitment” set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each opposite such New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, name on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A Schedule 2.01 to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunderAmendment. Each New Lender (i) confirms represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it is an Eligible Assignee, (C) from and after the Amendment No. 1 Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, 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, (E) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the other Loan Documents and the exhibits thereto, together with opportunity to receive copies of the most recent financial statements referred delivered pursuant to therein Section 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 this Second Amendment; Amendment and to extend such Revolving Credit Commitment, (iiF) agrees that it willhas, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to 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, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iii) agrees that (A) it will, independently and without reliance 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 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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivB) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of Lender and (iv) agrees to deliver to the Credit AgreementAdministrative 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 initial notice address of each New Lender shall Loan Parties and their Related Parties or their respective securities) will be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each made available and who may receive such information in accordance with such New Lender) shall be as set forth on Exhibit A to this Second Amendment’s compliance procedures and applicable laws, including federal and state securities laws.

Appears in 1 contract

Samples: Credit Agreement (Solo Brands, Inc.)

New Lenders. 1.1 On the Second Seventh Amendment Effective Date and in accordance with Section 2.23 of (as defined below), WXXXX FARGO BANK, NATIONAL ASSOCIATION (the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it ”) shall become a “Lender” underunder the Credit Agreement, as amended hereby, with all the rights and duties of a “Lender” thereunder and with Commitments in the amounts set forth opposite its name on the Commitment Schedule, as amended hereby. The New Lender (a) represents and warrants that (i) it has full power and authority, and for has taken all purposes ofaction 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 a Lender under the Credit Agreement (and the other Loan Documents, on the terms and subject each party hereto consents to the conditions set forth belowNew Lender becoming a Lender under the Credit Agreement), with a Tranche B Term Commitment (iii) from and after the “New Commitments”) as set forth on Exhibit A to this Second Seventh Amendment and Effective Date, it shall be subject to and bound by the terms thereof, and shall perform all provisions of the obligations of Credit Agreement as a Lender thereunder and shall have all rights the obligations of a Lender thereunder. Each New Lender , (iiv) confirms that 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 Agreement and the all other Loan Documents Documents, and has received or has been accorded the exhibits thereto, together with opportunity to receive copies of the most recent financial statements referred delivered pursuant to therein the 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 Second Amendment; , (iivi) agrees that it willhas, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and the transactions hereunder, and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Credit Agreement (Alta Equipment Group Inc.)

New Lenders. On the Second Amendment Effective Date and in accordance with Section 2.23 of the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower each Loan Party party hereto acknowledges and agrees that on the Second First Amendment Effective Date, upon each New Lender’s execution of a Lender Addendumthis First Amendment, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Revolving Commitment (the “New Commitments”) as set forth on Exhibit A B to this Second First Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second First Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderLender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.17(e) of the Credit Agreement. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Credit Agreement (Northern Tier Energy LP)

New Lenders. On 1992 MSF International Ltd. and 1992 Tactical Credit Master Fund, L.P., each, is hereby joined as a “Lender” to the Second Amendment Effective Date Agreement and in accordance with Section 2.23 each of the Credit Agreementother Loan Documents (each, a “New Lender”), as applicable, and each such New Lender hereby joins in, ratifies and confirms all terms, conditions and other provisions set forth in the Agreement and the other Loan Documents made by or pertaining to the “Lenders”. Each New Lender hereby (a) represents, warrants, and covenants that (i) it shall be bound by the Tranche B Term Commitments provisions of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be other instruments or documents furnished pursuant thereto as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of thereunder and shall have all rights the obligations of a Lender thereunder. Each New Lender , (iii) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits theretoAgreement, together with copies of the most recent financial statements referred delivered pursuant to therein Section 6.1 of the Agreement, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second AmendmentAmendment (and become a Lender under the Agreement and the other Loan Documents); and (iib) agrees that (i) it will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes Each New Lender acknowledges and agrees that, as of the Credit date hereof, (x) it is not a Lender in regards to the Existing Obligations or the First Amended and Restated Effective Date Advance and no such Obligations are owed to it (or will be owed to it as a result of joining as a “Lender” to the Agreement in accordance with the provisions hereof) and (y) it shall not be required to issue any Commitments, other than Subsequent Advance Commitments (solely to the extent it agrees to do so) pursuant to Section 2.1(c) of the Agreement, or make any Advances, other than Subsequent Advances (solely to the initial notice address extent it agrees to do so) pursuant to Section 2.1(c) of the Agreement, in each New Lender shall be as case, subject to the terms and conditions set forth on its signature page. The Lenders hereby agree that on in the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second AmendmentAgreement.

Appears in 1 contract

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

New Lenders. On By its execution of this Amendment, each Lender other than an Existing Lender that is providing any portion of the Second Pro Rata Facilities after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment Effective Date and in accordance with Section 2.23 of the Credit AgreementDate, (a) the Tranche B Term Commitments of the Non-Consenting Lenders it shall be assigned a party to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments as a Lender, shall have all of the Lenders rights and be obligated to perform all of the obligations of a Lender thereunder and its Loans and Commitments to the Pro Rata Facilities shall be as set forth on Exhibit A to this Second Amendmentthe revised Schedule 2.01 attached as Annex II hereto. Each New LenderLender 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 Administrative Agent transactions contemplated hereby and to become a Lender under the Borrower acknowledges Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement, which such consents shall be deemed provided, to the extent required, by each Person that executes this Amendment), (iii) from and agrees that on after the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, be bound by the provisions of the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with as a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of Lender thereunder and shall have all rights the obligations of a Lender thereunder. Each New Lender , and (iiv) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits theretoAgreement, together with copies of the most recent financial statements referred delivered pursuant to therein 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 this Second Amendmentthe 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 (iib) agrees that (i) it will, independently and without reliance upon on the Administrative Agent Agent, or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Credit Agreement (Aecom)

New Lenders. On the Second Amendment Effective Date and in accordance with Section 2.23 Each Increasing Lender that prior to its execution of the Credit Agreement, this Agreement is not a Lender hereby (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, represents and warrants that (bi) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders underit has full power and authority, and for has taken all purposes ofaction necessary, to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of become a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender (i) confirms that it has received a copy of under the Credit Agreement and the other Loan Documents and perform all of its obligations thereunder, (ii) it meets all requirements to be an assignee under the exhibits theretoCredit Agreement, (iii) from and after the effectiveness of this Agreement, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its portion of the Term Loan (if any) as set forth on Part A of Schedule I hereto and its Revolving Credit Commitment as set forth on Part B of Schedule I hereto, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to participate in credit facilities of the type represented by the Credit Agreement and this Agreement and either it, or the person exercising discretion in making its decision to participate in the credit facilities evidenced by the Credit Agreement, is experienced with credit facilities of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred delivered pursuant to therein Section 8.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment; Agreement and to commit to make a portion of the Term Loan or the increased Revolving Credit Commitment, as applicable, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iivi) if it is a Foreign Lender, it has provided to the Administrative Agent and the Borrower duly completed and executed documentation required to be delivered by it pursuant to the terms of the Credit Agreement and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

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

New Lenders. On the Second Amendment Effective Date and in accordance with Section 2.23 of the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each undersigned New Lender (i) confirms that it has received a copy of the Credit ULCA, the Amended and Restated Security Agreement and the other Loan Documents Documents, and the exhibits theretoEqual Priority ICA Joinder Agreement, together with copies of the financial statements referred required to therein be delivered pursuant to Section 5.1 of the Existing ULCA for the fiscal year ending December 31, 2021 and the fiscal quarter ending June 30, 2022 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second AmendmentAmendment Agreement and to become a Lender (and, if applicable (as provided in Annex II), Issuing Bank) party to the ULCA independently and without reliance upon the Administrative Agent, the ULCA Collateral Agent or any other Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the ULCA Collateral Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisal of, and investigation into, the business, operations, property, prospects, financial and other conditions and creditworthiness of the Borrower and the other Loan Parties and will make its own credit analysis, appraisal, and decisions in taking or not taking action under the Credit AgreementLoan Documents; (iii) appoints and authorizes the Administrative Agent and the ULCA Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents and pursuant to the Equal Priority ICA Joinder Agreement as are delegated to the Administrative Agent and/or to the ULCA Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will be bound by and perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of ; (v) specifies as its domestic lending office (and address for notices) the Credit Agreement, the initial notice address of each New Lender shall be as office set forth beneath its name on its signature pagepage hereof; and (vi) if it is organized under the laws of a jurisdiction outside the United States, it has delivered to the Borrower and the Administrative Agent the Internal Revenue Service forms required by of Section 2.3(g) of the ULCA. The Lenders hereby agree that on As of the Second Amendment Effective Date, the Commitments of each Lender (including x) each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

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

New Lenders. On the Second Amendment Effective Date and in accordance with Section 2.23 By its execution of this Amendment, each Lender other than an Existing Lender that is providing any portion of the Credit AgreementAmended Facilities after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, (a) on and after the Tranche B Term Commitments of the Non-Consenting Lenders Amendment No. 2 Effective Date, it shall be assigned a party to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments as a Lender, shall have all of the Lenders rights and be obligated to perform all of the obligations of a Lender thereunder and its Loans and Commitments to the Facilities shall be as set forth on Exhibit A the revised Schedule 2.01 attached as Annex D hereto (or, with respect to this Second Amendmentthe New Term B Facility, maintained separately with the Administrative Agent). Each New LenderLender 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 Administrative Agent transactions contemplated hereby and to become a Lender under the Borrower acknowledges Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and agrees that on after the Second Amendment No. 2 Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, be bound by the provisions of the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with as a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of Lender thereunder and shall have all rights the obligations of a Lender thereunder. Each New Lender , and (iiv) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits theretoAgreement, together with copies of the most recent financial statements referred delivered pursuant to therein 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 this Second Amendmentthe 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 (iib) agrees that (i) it will, independently and without reliance upon on the Administrative Agent Agent, or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Credit Agreement (Kbr, Inc.)

New Lenders. On the Second Amendment Effective Date and in accordance with Section 2.23 of the Credit Agreement, Each New Lender (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned represents and warrants to the New Existing Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges Collateral Agent that (i) it has full power and agrees that on authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the Second Amendment Effective Date, upon each New Lender’s execution of transactions contemplated hereby and to become a Lender Addendumunder the Credit Agreement, (ii) it meets all the requirements to be an Eligible Assignee, (iii) from and after the Syndication Date, it shall become a “Lender” under, and for all purposes of, be bound by the provisions of the Credit Agreement and the other Loan Documentsas a Lender thereunder and, on the terms and subject to the conditions set forth belowextent of the relevant Assigned Interest assigned to it, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all have the obligations of and shall have all rights of a Lender thereunder. Each New Lender , (iiv) confirms that it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or has been given the other Loan Documents and the exhibits thereto, together with opportunity to receive copies of the most recent financial statements referred delivered pursuant to therein 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 Second Amendment; Agreement and to purchase such Assigned Interest, (iivi) agrees that it willhas, independently and without reliance upon the Administrative Agent or any other Lender or Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (vii) if it is a Foreign Lender, it has delivered, or will, within the period required under the Credit Agreement, deliver to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Existing Lender or any other Lender or Secured Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Restatement and Syndication Agreement (Genpact LTD)

New Lenders. On Each Lender which was a party to the Second Original Credit Agreement, and each other Lender a party hereto (each a “New Lender”), hereby agrees that it shall have a Commitment in the amount set forth opposite such Lender’s name on the Lenders Schedule under the heading “Commitment”. By its execution and delivery of this Amendment, each New Lender hereby assumes all of the rights and obligations of a Lender under the Credit Agreement to the extent of its Commitment. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Effective Date and in accordance with Section 2.23 of to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (aii) reserved, (iii) from and after the Tranche B Term Commitments of the Non-Consenting Lenders Effective Date, it shall be assigned to bound by the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, provisions of the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendumthereunder and, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth belowextent of its Commitment, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all have the obligations of and shall have all rights of a Lender thereunder. Each New Lender , (iiv) confirms that 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 Agreement, and has received or has been accorded the other Loan Documents and the exhibits thereto, together with opportunity to receive copies of the most recent financial statements referred delivered pursuant to therein §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 this Second Amendment and to extend its Commitment, (vi) 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 (vii) if it is a Foreign Lender, it 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 (iib) agrees that (i) it will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment§ 2.22.

Appears in 1 contract

Samples: Revolving Credit Agreement

New Lenders. On Subject to the Second terms and conditions set forth herein, each Lender with a Revolving Commitment and each Initial Term Lender, in each case, that is not a Lender under the Credit Agreement immediately prior to the Amendment No. 2 Effective Date (each, a “New Lender”), hereby (i) represents and in accordance with Section 2.23 of warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (aB) it is an Eligible Assignee, (C) from and after the Tranche B Term Commitments Amendment No. 2 Effective Date, it shall be bound by the provisions of the Non-Consenting Lenders shall be assigned 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 LendersLender, (b) shall have the Non-Consenting Lenders shall cease obligations of a Lender thereunder and deemed to be Tranche B Term Lenders under, and a Lender for all purposes ofthereunder, the Credit Agreement and the other Loan Documents and (cD) the Tranche B Commitments it is sophisticated with respect to decisions to acquire assets of the Lenders shall be type represented by such Revolving Credit Commitment and such Initial Term Loan Commitment, as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” underapplicable, and for all purposes ofeither it, or the Person exercising discretion in making its decision to extend such Revolving Credit Agreement Commitment and the other Initial Term Loan DocumentsCommitment, on the terms and subject to the conditions set forth belowas applicable, with a Tranche B Term Commitment is experienced in acquiring assets of such type, (the “New Commitments”E) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender (i) confirms that it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the other Loan Documents and the exhibits thereto, together with opportunity to receive copies of the most recent financial statements referred delivered pursuant to therein Sections 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 this Second Amendment; Amendment and to extend such Revolving Credit Commitment and Initial Term Loan Commitment, as applicable, (F) it 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, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iii) agrees that (A) it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivB) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of Lender and (iv) agrees to deliver to the Credit AgreementAdministrative 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 initial notice address of each New Lender shall Loan Parties and their Related Parties or their respective securities) will be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each made available and who may receive such information in accordance with such New Lender) shall be as set forth on Exhibit A to this Second Amendment’s compliance procedures and applicable laws, including federal and state securities laws.

Appears in 1 contract

Samples: Credit Agreement (Solo Brands, Inc.)

New Lenders. On (a) Each new Lender that executes this Amendment but was not a Lender under the Second Credit Agreement immediately before the Third Amendment Effective Date (each, a “New Lender”) agrees and in accordance with Section 2.23 acknowledges by executing this Amendment it is a Lender for all purposes of the Credit Agreement, Agreement (aincluding having a Commitment in the amount set forth on Schedule 2.01 hereto) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) has the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent rights and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution obligations of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, under the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Additionally each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment (including this Section 4) and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement and (ii) it meets the requirements to be an Eligible Assignee of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06 of the Credit Agreement), (b) confirms that it has received a copy of the Credit Agreement Agreement, and has received or has been afforded the other Loan Documents and the exhibits thereto, together with opportunity to receive copies of the most recent financial statements referred delivered pursuant to therein 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 Second Amendment; Amendment and the Credit Agreement, (iic) agrees that confirms it willhas, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and the Credit Agreement, (d) if it is a Foreign Lender, 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 (e) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Credit Agreement (Crosstex Energy Lp)

New Lenders. On Each Incremental Lender acknowledges and agrees that no Lender party to the Second Amendment Effective Date Credit Agreement (i) has made any representation or warranty and shall have no responsibility with respect to any statements, warranties or representations made in accordance or in connection with Section 2.23 the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; or (aii) the Tranche B Term Commitments of the Non-Consenting Lenders has made any representation or warranty and shall be assigned have no responsibility with respect to the New Lenders, (b) financial condition of any Borrower or any other obligor or the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, performance or observance by any Borrower or any obligor of any of their respective obligations under the Credit Agreement and the or any other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second AmendmentDocument or any other instrument or document furnished pursuant hereto or thereto. Each New Lender, the Administrative Agent Incremental Lender represents and the Borrower acknowledges and agrees warrants that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” underis legally authorized to enter into this Amendment, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New each new Incremental Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits theretoAgreement, together with copies of the financial statements referred most recently delivered pursuant to therein Section 7.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment; (ii) agrees that it will, independently and without reliance upon the Lenders, the Administrative Agent or any other Lender Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative such Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with their its terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Credit Agreement (Sprague Resources LP)

New Lenders. On the Second Amendment Effective Date and in accordance with Section 2.23 of the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender (i) confirms that it has received a copy of the Existing Credit Agreement and the other Loan Credit Documents and the exhibits and schedules thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second AmendmentAmendment and the Credit Agreement; (ii) agrees that it will, independently and without reliance upon the Term Administrative Agent Agent, the lead arrangers and bookrunners noted on the cover page hereof (the “Lead Arrangers”) or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Term Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Credit Documents as are delegated to the Term Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, as the case may be, in each case, in accordance with the terms thereof as set forth in the Credit Agreement. For Each New Lender acknowledges and agrees that it shall become a “Tranche B-3 Term Loan Lender” and a “Term Loan Lender” under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a “Tranche B-3 Term Loan Lender” and a “Term Loan Lender” thereunder. The Borrower hereby consents, for purposes of Section 13.6(b)(i)(A) of the Credit Agreement, to the initial notice address assignment on or within ninety (90) days of each New the Amendment No. 6 Effective Date of any Tranche B-3 Term Loans by the Fronting Bank, to (A) any Person that was an Existing Term Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment No. 6 Effective DateDate (immediately prior to giving effect thereto) or (B) any assignees separately identified, and acceptable, to the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second AmendmentBorrower.

Appears in 1 contract

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

New Lenders. On Each Lender which was a party to the Second Original Credit Agreement, and each other Lender a party hereto (each a “New Lender”), hereby agrees that it shall have a Commitment in the amount set forth opposite such Lender’s name on the Lenders Schedule under the heading “Commitment”. By its execution and delivery of this Amendment, each New Lender hereby assumes all of the rights and obligations of a Lender under the Credit Agreement to the extent of its Commitment. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Effective Date and in accordance with Section 2.23 of to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (aii) reserved, (iii) from and after the Tranche B Term Commitments of the Non-Consenting Lenders Effective Date, it shall be assigned to bound by the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, provisions of the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendumthereunder and, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth belowextent of its Commitment, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all have the obligations of and shall have all rights of a Lender thereunder. Each New Lender , (iiv) confirms that 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 Agreement, and has received or has been accorded the other Loan Documents and the exhibits thereto, together with opportunity to receive copies of the most recent financial statements referred delivered pursuant to therein §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 this Second Amendment and to extend its Commitment, (vi) 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 (vii) if it is a Foreign Lender, it 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 (iib) agrees that (i) it will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Revolving Credit Agreement (CorEnergy Infrastructure Trust, Inc.)

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New Lenders. On (a) Each Person that signs this Amendment as a Lender and that was not a Lender party to the Second Existing Credit Agreement (each a “New Lender”) (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Effective Date and in accordance with Section 2.23 of to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (aB) it meets the Tranche B Term Commitments requirements to be an assignee under Section 11.06 of the Non-Consenting Lenders shall be assigned to the New LendersAmended Credit Agreement, (bC) from and after the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Fourth Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all provisions of the obligations of Amended Credit Agreement as a Lender thereunder and shall have all rights the obligations of a Lender thereunder. Each New Lender , (iD) confirms that 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, (E) it has received a copy of the Existing Credit Agreement and this Amendment, and has received or has been accorded the other Loan Documents and the exhibits thereto, together with opportunity to receive copies of the most recent financial statements referred delivered pursuant to therein Section 7.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Second Amendment; , (iiF) agrees that it willhas, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and (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; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivB) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.CHAR1\1643056v6

Appears in 1 contract

Samples: Credit Agreement (Teledyne Technologies Inc)

New Lenders. On the Second Amendment Effective Date and in accordance with Section 2.23 of the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A Each Person party to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of as a Lender Addendum, it shall become that is not a “Lender” underunder the Credit Agreement as in effect prior to the effectiveness of this Amendment (each such Person, a “New Lender”) shall be deemed to be, and hereby is, a Lender under the Credit Agreement for all purposes ofthereunder. Upon the effectiveness of this Amendment, each New Lender and each other Person party hereto hereby agrees and acknowledges that each New Lender shall be a “Lender” under the Credit Agreement (after giving effect to this Amendment) and the each other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of Document and shall have all the rights and obligations of a Lender thereunder. Each New Lender hereby (i) confirms that it has received a copy of the Credit Agreement (as in effect after giving effect to this Amendment) and the other Loan Documents and the exhibits theretoDocuments, together with copies of the most recent financial statements referred to therein delivered pursuant thereto and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendmentbecome a Lender under the Credit Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement (after giving effect to this Amendment), the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) 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 and Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will be bound by the provisions of the Credit Agreement (as in effect after giving effect to this Amendment) and will perform in accordance with their its terms all of the obligations which by the terms of the Credit Agreement (as in effect after giving effect to this Amendment) are required to be performed by it as a Lender. For purposes Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.18(d) of the Credit Agreement, the initial notice address of each New Lender shall be Agreement (as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A in effect after giving effect to this Second Amendment).

Appears in 1 contract

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

New Lenders. On the Second Amendment Effective Date and in accordance with Section 2.23 Each Increasing Term Loan Lender that prior to its execution of the Credit Agreement, this Agreement is not a Lender hereby (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, represents and warrants that (bi) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders underit has full power and authority, and for has taken all purposes ofaction necessary, to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of become a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender (i) confirms that it has received a copy of under the Credit Agreement and the other Loan Documents and perform all of its obligations thereunder, (ii) it meets all requirements to be an assignee under the exhibits theretoCredit Agreement, (iii) from and after the effectiveness of this Agreement, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its portion of the Term Loan (if any) as set forth on Schedule II hereto shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to participate in credit facilities of the type represented by the Credit Agreement, the other Loan Documents and this Agreement and either it, or the person exercising discretion in making its decision to participate in the credit facilities evidenced by the Credit Agreement, the other Loan Documents and this Agreement, is experienced with credit facilities of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred delivered pursuant to therein Section 8.1 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment; (ii) agrees that Agreement and to commit to make a portion of the Term Loan, on the basis of which it will, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and (vi) if it is a Foreign Lender, it has provided to the Administrative Agent and the Borrower duly completed and executed documentation required to be delivered by it pursuant to the terms of the Credit Agreement, (b) agrees that it will (i) independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their respective terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes Lender and (c) consents to the application of the September 30, 2016 quarterly repayment installment of the Term Loan (including the application of the amounts of any mandatory prepayment to such quarterly repayment installment) to the Lenders that would be entitled to such repayment in accordance with Section 2(a) hereof, notwithstanding anything in the contrary in the Credit Agreement (including, without limitation, Sections 4.3 or 5.4 of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment).

Appears in 1 contract

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

New Lenders. On Each Continuing Lender that is not an Existing Lender (each such Continuing Lender, a “New Lender”) acknowledges and agrees that none of the Second Administrative Agent, the Amendment Effective Date Arranger, any Arranger, any Existing Lender or any Continuing Lender (i) has made any representation or warranty and none of them shall have any responsibility with respect to any statements, warranties or representations made in accordance or in connection with Section 2.23 the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; or (aii) the Tranche B Term Commitments has made any representation or warranty and none of the Non-Consenting Lenders them shall be assigned have any responsibility with respect to the New Lenders, (b) financial condition of any Borrower or any other obligor or the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, performance or observance by any Borrower or any obligor of any of their respective obligations under the Credit Agreement and the or any other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second AmendmentDocument or any other instrument or document furnished pursuant hereto or thereto. Each New Lender, the Administrative Agent Lender represents and the Borrower acknowledges and agrees warrants that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” underis legally authorized to enter into this Amendment, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each each New Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits theretoAgreement, together with copies of the financial statements referred most recently delivered pursuant to therein Section 7.1 of the Existing Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment; (ii) agrees that it will, independently and without reliance upon the Lenders, the Administrative Agent or any other Lender Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto; (iii) appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto as are delegated to the Administrative such Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with their its terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second AmendmentARTICLE IV.

Appears in 1 contract

Samples: Credit Agreement (Sprague Resources LP)

New Lenders. On Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the Second Amendment Effective Date terms and in accordance with Section 2.23 conditions of the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned Agreement as amended hereby as a Lender thereunder and under each and every other Loan Document to the New Lenders, (b) the Non-Consenting Lenders shall cease which any Lender is required to be Tranche B Term Lenders under, and for all purposes of, bound by the Credit Agreement and as amended hereby, to the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be same extent as set forth on Exhibit A to this Second Amendmentif such New Lender were an original signatory thereto. Each New Lender, Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and the Borrower acknowledges to exercise such powers and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, discretion under the Credit Agreement and the other Loan Documents, on the terms and subject as amended hereby as are delegated to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound Administrative Agent by the terms thereof, together with such powers and shall perform all the obligations of and shall have all rights of a Lender thereunderdiscretion as are reasonably incidental thereto. Each New Lender represents and warrants that (ia) confirms that it has full power and authority, and has taken all action necessary, to execute and deliver this Eleventh Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the most recent financial statements referred delivered pursuant to therein Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment; (ii) agrees that Eleventh Amendment and to become a Lender on the basis of which it will, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents (c) from and information as after the Eleventh 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 Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under provisions of the Credit Agreement as amended hereby and the other Loan Documents as are delegated to and have the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; rights and (iv) agrees that it will perform in accordance with their terms all obligations of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendmentthereunder.

Appears in 1 contract

Samples: Credit Agreement (Oasis Petroleum Inc.)

New Lenders. On the Second Amendment Effective Date and in accordance with Section 2.23 of the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender (i) confirms that it has received a copy of the Existing Credit Agreement and the other Loan Credit Documents and the exhibits and schedules thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second AmendmentAmendment and the Credit Agreement; (ii) agrees that it will, independently and without reliance upon the Term Administrative Agent Agent, the Collateral Agent, the lead arrangers and bookrunners noted on the cover page hereof (the “Lead Arrangers”) or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Term Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Credit Documents as are delegated to the Term Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, as the case may be, in each case, in accordance with the terms thereof as set forth in the Credit Agreement and (v) confirms that the Fronting Bank, in such capacity, shall consent to the Limited Waivers. For Each New Lender acknowledges and agrees that it shall become a “Tranche B-5 Term Loan Lender” and a “Term Loan Lender” under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a “Tranche B-5 Term Loan Lender” and a “Term Loan Lender” thereunder. The Borrower hereby consents, for purposes of Section 13.6(b)(i)(A) of the Credit Agreement, to the initial notice address assignment on or within ninety (90) days of each New the Amendment No. 10 Effective Date of any Tranche B-5 Term Loans by the Fronting Bank, to (A) any Person that was a Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment No. 10 Effective DateDate (immediately prior to giving effect thereto) or (B) any assignees separately identified, and acceptable, to the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second AmendmentBorrower.

Appears in 1 contract

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

New Lenders. On By its execution of this Amendment, each Lender other than an Existing Lender that is providing any portion of the Second Facilities after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment Effective Date and in accordance with Section 2.23 of the Credit AgreementDate, (a) the Tranche B Term Commitments of the Non-Consenting Lenders it shall be assigned a party to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments as a Lender, shall have all of the Lenders rights and be obligated to perform all of the obligations of a Lender thereunder and its Loans and Commitments to the Facilities shall be as set forth on Exhibit A the revised Schedule 2.01 attached as Annex II hereto (or, with respect to this Second Amendmentthe Term B Facility, maintained with the Administrative Agent). Each New LenderLender 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 Administrative Agent transactions contemplated hereby and to become a Lender under the Borrower acknowledges Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and agrees that on after the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, be bound by the provisions of the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with as a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of Lender thereunder and shall have all rights the obligations of a Lender thereunder. Each New Lender , and (iiv) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits theretoAgreement, together with copies of the most recent financial statements referred delivered pursuant to therein 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 this Second Amendmentthe 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 (iib) agrees that (i) it will, independently and without reliance upon on the Administrative Agent Agent, or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Syndicated Facility Agreement (Aecom)

New Lenders. On Subject to the Second Amendment occurrence of the Restatement Effective Date Date, each of the New Lenders hereby joins in, becomes a party to, and in accordance agrees to comply with Section 2.23 and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. The New Lenders hereby appoint and authorize the Agent to take such actions as the Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each of the New Lenders (x) represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) it meets all the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, requirements of an Eligible Assignee under the Credit Agreement and (subject to such consents, if any, as may be required under Section 10.07(b)(iii) of the other Loan Documents and Credit Agreement), (c) from and after the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Restatement Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, be bound by the provisions of the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with as a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of Lender thereunder and shall have all rights the obligations of a Lender thereunder. Each New Lender , (id) confirms that 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, (e) it has received a copy of or has been accorded the Credit Agreement and the other Loan Documents and the exhibits thereto, together with opportunity to receive copies of the most recent financial statements referred delivered pursuant to therein Section 6.01 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 Second AmendmentAgreement, (f) 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 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 (iiy) agrees that (a) it will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivb) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Credit Agreement (Martin Midstream Partners L.P.)

New Lenders. On The Toronto-Dominion Bank, New York Branch (the Second “New Lender”) hereby (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Effective Date and in accordance with Section 2.23 of to consummate the transactions contemplated hereby and by the Amended Credit Agreement and to become a Lender under the Amended Credit Agreement, (aB) it satisfies the Tranche B Term Commitments of requirements, if any, specified in the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, 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 other Loan Documents Amended Credit Agreement and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New become a Lender, (C) from and after the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment No. 2 Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereofprovisions of the Amended Credit Agreement as a Lender thereunder and, to the extent of its Revolving Commitments and Loans, shall perform all have the obligations of and shall have all rights of a Lender thereunder. Each , (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 (iE) confirms that it has received a copy of the Existing Credit Agreement and the other Loan Documents and the exhibits theretoAmended Credit Agreement, together with copies of the most recent financial statements referred delivered pursuant to therein Sections 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 Second Amendment; 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 Lender or their respective Related Parties, and (ii) agrees that (A) it will, independently and without reliance upon on the Administrative Agent Agent, the Arranger or any other Lender 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 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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivB) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Credit Agreement (Blue Owl Capital Inc.)

New Lenders. On the Second Amendment Effective Date and in accordance with Section 2.23 By its execution of this Amendment, each Pro Rata Lender (other than an Existing Lender) that is providing any portion of the Credit AgreementPro Rata Facilities after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, (a) on and after the Tranche B Term Commitments of the Non-Consenting Lenders Amendment No. 12 Effective Date, it shall be assigned a party to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments as a Lender, shall have all of the Lenders rights and be obligated to perform all of the obligations of a Lender thereunder and its Loans and Commitments to the Pro Rata Facilities shall be as set forth on Exhibit A to this Second Amendmentthe revised Schedule 2.01 attached as Annex B hereto. Each New LenderLender 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 Administrative Agent transactions contemplated hereby and to become a Lender under the Borrower acknowledges Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and agrees that on after the Second Amendment No. 12 Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, be bound by the provisions of the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with as a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of Lender thereunder and shall have all rights the obligations of a Lender thereunder. Each New Lender , and (iiv) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits theretoAgreement, together with copies of the most recent financial statements referred delivered pursuant to therein 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 this Second Amendmentthe 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 (iib) agrees that (i) it will, independently and without reliance upon on the Administrative Agent Agent, or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Credit Agreement (Kbr, Inc.)

New Lenders. On (a) Each Lender executing this Amendment as a “New Lender” (each, a “New Lender”) (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the Second Amendment Effective Date transactions contemplated hereby and in accordance with Section 2.23 of to become a Lender under the Credit Agreement, (aB) it meets all the Tranche B Term Commitments requirements of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, an Eligible Assignee under the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments subject to such consents, if any, as may be required under Section 10.06 of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New LenderCredit Agreement), the Administrative Agent (C) from and the Borrower acknowledges and agrees that on after the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, be bound by the provisions of the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with as a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of Lender thereunder and shall have all rights the obligations of a Lender thereunder. Each New Lender , (iD) confirms that 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, (E) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the other Loan Documents and the exhibits thereto, together with opportunity to receive copies of the most recent financial statements referred delivered pursuant to therein 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 Second Amendment, (F) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, and (G) if it is a Foreign Lender, it has delivered to the Administrative any documentation required to be delivered by it pursuant to the terms of the Credit Agreement; and (ii) agrees that (A) it will, independently and without reliance upon the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivB) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each Each New Lender shall be represents and warrants as set forth on its signature page. The Lenders hereby agree that on of the Second Amendment Effective DateDate 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 Commitments Code, (3) an entity deemed to hold “plan assets” of each Lender any such plans or accounts for purposes of ERISA or the Code, or (including each New Lender4) shall be as set forth on Exhibit A to this Second Amendmenta “governmental plan” within the meaning of ERISA.

Appears in 1 contract

Samples: Credit Agreement (Greenbrier Companies Inc)

New Lenders. On the Second Amendment Effective Date and in accordance with Section 2.23 By its execution of this Amendment, each Pro Rata Lender other than an Existing Lender that is providing any portion of the Credit AgreementAmended Facilities after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, (a) on and after the Tranche B Term Commitments of the Non-Consenting Lenders Amendment No. 5 Effective Date, it shall be assigned a party to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments as a Lender, shall have all of the Lenders rights and be obligated to perform all of the obligations of a Lender thereunder and its Loans and Commitments to the Pro Rata Facilities shall be as set forth on Exhibit A to this Second Amendmentthe revised Schedule 2.01 attached as Annex D hereto. Each New LenderLender 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 Administrative Agent transactions contemplated hereby and to become a Lender under the Borrower acknowledges Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and agrees that on after the Second Amendment No. 5 Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, be bound by the provisions of the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with as a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of Lender thereunder and shall have all rights the obligations of a Lender thereunder. Each New Lender , and (iiv) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits theretoAgreement, together with copies of the most recent financial statements referred delivered pursuant to therein 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 this Second Amendmentthe 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 (iib) agrees that (i) it will, independently and without reliance upon on the Administrative Agent Agent, or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Syndicated Facility Agreement (Kbr, Inc.)

New Lenders. On the Second By execution of this First Amendment Effective Date and in accordance with Section 2.23 of the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be each Person identified as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” underon each signature page hereto that is not already a Lender under the Existing Credit Agreement (a “New Lender”) hereby acknowledges, agrees and confirms that, by its execution of this First Amendment Agreement, such Person shall be deemed to be a party to the Amended Credit Agreement and a “Lender” for all purposes of, of the Amended Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of the obligations of a Lender thereunderthereunder as if it had executed the Existing Credit Agreement. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement and (ii) it meets the requirements to be an Eligible Assignee, (b) confirms that it has received and had an opportunity to review a copy of the Amended Credit Agreement Agreement, and has received or has been accorded the other Loan Documents and the exhibits thereto, together with opportunity to receive copies of the most recent financial statements referred delivered pursuant to therein 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 Second Amendment; First Amendment Agreement, (iic) agrees that confirms it willhas, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment Agreement, (d) if it is a Foreign Lender, agrees 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 (e) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes 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, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Credit Agreement (Cole Credit Property Trust III, Inc.)

New Lenders. On Each Additional Revolving Commitment Lender that is not a Revolving Lender and each Additional Term Lender that is not a Term Lender (each, a “New Lender”) immediately prior to giving effect to the Second Amendment Incremental Effective Date and in accordance with Section 2.23 of the Credit Agreement, (a) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents Schedules and the exhibits Exhibits thereto, together with copies of the most recent financial statements referred delivered by the Company pursuant to therein the Amended Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Second Amendmentbecome a Lender under the Amended Credit Agreement; and (iib) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Amended Credit Agreement. Each New Lender represents and warrants that (a) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this Agreement and to become a Lender under the Amended Credit Agreement; and (iiib) appoints no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution and authorizes delivery of this Agreement and the performance of its obligations as a Lender under the Amended Credit Agreement. Furthermore, each New Lender agrees to execute and deliver such other instruments, and take such other actions, as the Administrative Agent to take such action as agent on its behalf may reasonably request in connection with the transactions contemplated by this Agreement, including that each New Lender shall promptly execute and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated deliver Annex I to the Administrative Agent Agent. Each New Lender by its signature to this Agreement acknowledges and agrees that, on the terms thereofdate hereof, together with each such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which New Lender shall be bound by the terms of the Amended Credit Agreement are required as fully and to be performed by it the same extent as a Lender. For purposes of if such New Lender were an original Lender under the Amended Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Incremental Assumption Agreement (Regal Rexnord Corp)

New Lenders. On (a) Each Lender executing this Amendment as a “New Lender” (each, a “New Lender”) (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the Second Amendment Effective Date transactions contemplated hereby and in accordance with to become a Lender under the Credit Agreement, (ii) it meets the requirements to be an assignee under Section 2.23 10.06(b)(v) of the Credit Agreement, (aiii) the Tranche B Term Commitments of the Non-Consenting Lenders shall be assigned to the New Lenders, (b) the Non-Consenting Lenders shall cease to be Tranche B Term Lenders under, and for all purposes of, the Credit Agreement and the other Loan Documents and (c) the Tranche B Commitments of the Lenders shall be as set forth on Exhibit A to this Second Amendment. Each New Lender, the Administrative Agent and the Borrower acknowledges and agrees that on the Second Amendment Effective Date, upon each New Lender’s execution of a Lender Addendum, it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, with a Tranche B Term Commitment (the “New Commitments”) as set forth on Exhibit A to this Second Amendment and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender (i) confirms that it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the other Loan Documents and the exhibits thereto, together with opportunity to receive copies of the most recent financial statements referred delivered pursuant to therein 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 Second Amendment, (iv) 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, (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender, and (vi) such New Lender is not and will not be (A) an employee benefit plan subject to Title I of ERISA, (B) a plan or account subject to Section 4975 of the 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 (iib) agrees that (i) it will, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (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 Documents as are delegated to the Administrative Agent by the terms thereofDocuments, together with such powers as are reasonably incidental thereto; and (ivii) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page. The Lenders hereby agree that on the Second Amendment Effective Date, the Commitments of each Lender (including each New Lender) shall be as set forth on Exhibit A to this Second Amendment.

Appears in 1 contract

Samples: Credit Agreement (Littelfuse Inc /De)

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