Lender Joinder. To the extent necessary to give effect to the reallocations of the Commitments and Obligations effected by the amendment to Schedule 2.01 to the Existing Credit Agreement, each Existing Lender hereby sells and assigns, without recourse, to the Existing Lenders and/or New Lenders, as applicable, and each New Lender and/or Existing Lender, as applicable, hereby purchases and assumes, without recourse, from each such Existing Lender, effective as of the First Amendment Effective Date, such interests in such Existing Lender’s rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of such Existing Lender on the First Amendment Effective Date and the Obligations owing to such Existing Lender that are outstanding on the First Amendment Effective Date). Additionally, from and after the First Amendment Effective Date (i) each of the New Lenders shall be a party to and be bound by the provisions of the Amended Credit Agreement, as amended hereby, and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Loan Documents and (ii) each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights (other than indemnification rights pursuant to Section 10.04 of the Existing Credit Agreement which expressly survive such assignment) and be released from its obligations under the Existing Credit Agreement, as amended hereby. Each Existing Lender (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under the Loan Documents or any other instrument or document furnished pursuant thereto. Each New Lender (i) confirms that it has received a copy 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 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 Existing Credit Agreement, as amended hereby; (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 Existing Credit Agreement, as amended hereby, as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with the terms of all obligations that by the terms of the Existing Credit Agreement, as amended hereby, are required to be performed by it as a Lender; and (v) that is not a United States person shall have provided all forms required under Section 3.01 of the Existing Credit Agreement.
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Lender Joinder. To the extent necessary to give effect to the reallocations of the Commitments From and Obligations effected by the amendment to Schedule 2.01 to the Existing Credit Agreement, each Existing Lender hereby sells and assigns, without recourse, to the Existing Lenders and/or New Lenders, as applicable, and each New Lender and/or Existing Lender, as applicable, hereby purchases and assumes, without recourse, from each such Existing Lender, effective as of after the First Amendment Effective Date, by execution of this Amendment, each Person identified on the signature pages hereto as an New Lender (individually a “New Lender” and collectively, the “New Lenders”) hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such interests in such Existing Lender’s rights and obligations under Person will be deemed to be a party to the Existing Credit Agreement (including, without limitation, the Commitments of such Existing Lender on the First Amendment Effective Date and the Obligations owing to such Existing Lender that are outstanding on the First Amendment Effective Date). Additionally, from and after the First Amendment Effective Date (i) each of the New Lenders shall be a party to and be bound by the provisions of the Amended Credit Agreement, as amended hereby, and, to the extent ) and a “Lender” for all purposes of the interests assigned Existing Credit Agreement (as amended hereby), and shall have all of the rights and obligations of a Lender thereunder as if it had executed the Existing Credit Agreement (as amended hereby). Such Person hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Lenders contained in the Existing Credit Agreement (as amended hereby). From and after the First Amendment Effective Date, by execution of this Amendment by the parties hereto, (a) all of the Administrative Agent’s and the Lenders’ commitments (if any) to extend further credit to Orchard Ridge Nursing Center LLC and Oakhurst Manor Nursing Center LLC (individually, a “Released Borrower” and collectively, the “Released Borrowers”) under the Credit Documents shall automatically terminate; (b) subject only to clause (c) below, each of the Released Borrowers shall be automatically released as a “Borrower” for all purposes of and under the Credit Agreement and the other Loan Credit Documents and all liens, encumbrances, security interests and pledges securing the respective Obligations under the Credit Agreement and such other Credit Documents of the Released Borrowers shall be automatically released; (c) each Released Borrower shall be automatically released and discharged from all Obligations, claims and demands under the Credit Documents, except for (i) obligations and liabilities for fees and expenses and indemnification obligations and liabilities owing to the Administrative Agent or any Lender that pursuant to the express terms of the Credit Documents survive the termination of the Credit Documents and (ii) each Existing Lender shall, to the extent obligation of such Released Borrower under Section 6.14(b) of the interests assigned hereby, relinquish its rights (other than indemnification rights pursuant to Section 10.04 of the Existing Credit Agreement which expressly survive to become a “Subsidiary Guarantor” and as required by Subpart 5.4 hereof; (d) each Released Borrower (or their designee) shall be authorized to file such assignment) Uniform Commercial Code termination statements and be released from its obligations under release documents with the Existing Credit Agreementappropriate filing offices, in each case, as amended hereby. Each Existing Lender (i) represents and warrants that it is are reasonably necessary to release the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility Administrative Agent’s security interests with respect to the financial condition of collateral granted by such Released Borrower pursuant to the Credit Documents; provided, however, that any Loan Party or and all such Uniform Commercial Code termination statements shall be prepared and recorded at the performance or observance by any Loan Party of any of its obligations under the Loan Documents or any other instrument or document furnished pursuant thereto. Each New Lender Borrowers’ expense; and (ie) confirms that it has received a copy 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 Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent shall cause to be delivered to the Parent Borrower, such other release satisfaction and/or termination documents, if any, reasonably requested by the Parent Borrower to evidence the termination and release of the liens, encumbrances, mortgages, deeds of trust, subordination non-disturbance and attornment agreements, security interests and pledges, made or given by the Released Borrowers securing the Obligations of each such Released Borrower; provided, however, that any other Lender and based on all such documents terminations and information as it releases shall deem appropriate be prepared and recorded at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement, as amended hereby; (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 Existing Credit Agreement, as amended hereby, as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with the terms of all obligations that by the terms of the Existing Credit Agreement, as amended hereby, are required to be performed by it as a Lender; and (v) that is not a United States person shall have provided all forms required under Section 3.01 of the Existing Credit AgreementBorrowers’ expense.
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Lender Joinder. To the extent necessary to give effect to the reallocations of the Commitments and Obligations effected by the amendment to Schedule 2.01 to the Existing Credit Agreement, each Existing Lender hereby sells and assigns, without recourse, to the Existing Lenders (a) Each lender party hereto that does not have a Commitment and/or New Lenders, as applicable, and each New Lender and/or Existing Lender, as applicable, hereby purchases and assumes, without recourse, from each such Existing Lender, effective as of the First Amendment Effective Date, such interests in such Existing Lender’s rights and obligations outstanding Loans under the Existing Credit Agreement (including, without limitation, the Commitments of such Existing Lender on the First Amendment Effective Date and the Obligations owing prior to such Existing Lender that are outstanding on the First Amendment Effective Date). Additionally, from and after the First Amendment Effective Date (ieach, a “New Lender”) each hereby agrees to provide a Revolving Commitment and a Term Loan Commitment to the Borrower in the respective amounts set forth on Schedule 1.1(b) attached hereto. Each New Lender with a Revolving Commitment shall be deemed to have purchased, without recourse, a risk participation from the Issuing Bank in all Letters of Credit issued by it under the Credit Agreement and the obligations arising thereunder in an amount equal to its Pro Rata Share of the New Lenders obligations under such Letters of Credit, and shall be a party to absolutely, and unconditionally assume, and be bound by obligated to pay to the provisions of Issuing Lender and discharge when due as provided in the Amended Credit Agreement, as amended herebyits Pro Rata Share of the obligations arising under such Letters of Credit. Each New Lender shall be deemed to have purchased, andwithout recourse, a risk participation from the Swingline Lender in all Swingline Loans made by it under the Credit Agreement and the obligations arising thereunder in an amount equal to its Pro Rata Share of the obligations under such Swingline Loans, and shall absolutely and unconditionally assume, and be obligated to pay to the extent of Swingline Lender and discharge when due as provided in the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Loan Documents and (ii) each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights (other than indemnification rights pursuant to Section 10.04 of the Existing Credit Agreement which expressly survive such assignment) and be released from its obligations under the Existing Credit Agreement, as amended hereby. its Pro Rata Share of the obligations arising under such Swingline Loans.
(b) Each Existing New Lender (i) represents and warrants that (1) it is has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the legal transactions contemplated hereby and beneficial owner to become a Lender under the Credit Agreement, (2) from and after the date hereof, it shall be bound by the provisions of the interest being assigned by it hereunder Credit Agreement as a Lender thereunder and that such interest is free and clear shall have the obligations of any adverse claim; a Lender thereunder, (ii3) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under the Loan Documents or any other instrument or document furnished pursuant thereto. Each New Lender (i) confirms that it has received a copy of the Existing Credit Agreement Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it willAmendment and, based on such information, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and (4) it has delivered to the Borrower and/or the Administrative Agent, as applicable, any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender (including, but not limited to, completion, execution and delivery of applicable Internal Revenue Service tax withholding exemption forms); and (ii) agrees that it will (1) 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 Existing Credit Agreement, as amended hereby; Loan Documents and (iii2) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Existing Credit Agreement, as amended hereby, as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the terms of all obligations that which by the terms of the Existing Credit Agreement, as amended hereby, Loan Documents are required to be performed by it as a Lender; .
(c) Each of the Loan Parties, the Lenders (including the New Lenders) and the Administrative Agent agrees that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (viii) that is not have the rights and obligations of a United States person shall have provided all forms required Lender under Section 3.01 of the Existing Credit AgreementAgreement and the other Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Aaron's Inc)
Lender Joinder. To the extent necessary to give effect to the reallocations (a) Each Joining Lender acknowledges, agrees and confirms, by its execution of the Commitments and Obligations effected by the amendment to Schedule 2.01 to the Existing Credit Agreementthis Amendment, each Existing Lender hereby sells and assigns, without recourse, to the Existing Lenders and/or New Lenders, as applicable, and each New Lender and/or Existing Lender, as applicable, hereby purchases and assumes, without recourse, from each such Existing Lender, effective as of the First Amendment Effective Date, such interests in such Existing Lender’s rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of such Existing Lender on the First Amendment Effective Date and the Obligations owing to such Existing Lender that are outstanding on the First Amendment Effective Date). Additionally, from and after the First Amendment Effective Date (i) each of the New Lenders shall it will be deemed to be a party to and be bound by the provisions Amended Loan Agreement as a “Lender” for all purposes of the Amended Credit AgreementLoan Agreement and the other Loan Documents, as amended hereby, and, to the extent and shall have all of the interests assigned hereby, have the rights and obligations of a Lender thereunder “Lender” under the Amended Loan Agreement as if it had executed the Amended Loan Agreement and under be subject to the other Loan Documents and (ii) each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights (other than indemnification rights pursuant to Section 10.04 of the Existing Credit Agreement which expressly survive such assignment) and be released from its obligations under the Existing Credit Agreement, as amended hereby. Each Existing Lender (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claima “Lender”; (ii) makes no representation or warranty to be bound by all of the terms, provisions and assumes no responsibility with respect to any statements, warranties or representations made conditions contained in or in connection with the Amended Loan Agreement and the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant theretothat are applicable to “Lenders” thereunder; and (iii) makes no representation or warranty its Commitments and assumes no responsibility with respect Commitment Percentage shall be as set forth on Schedule 1 to the financial condition of any Amended Loan Party or the performance or observance by any Loan Party of any of its obligations under the Loan Documents or any other instrument or document furnished pursuant thereto. Each New Lender Agreement (iafter giving effect to this Amendment); (iv) confirms that it has received a copy of the Existing Credit Amended Loan Agreement and the other Loan Documents, copies of the most recent financial statements required to be delivered (or made available by filings with the SEC) pursuant to the Amended Loan Agreement and such other documents and information as it has deemed appropriate deems appropriate, independently and without reliance upon the Agent, any other Lender or any of their Related Parties, to make its own credit analysis and decision to enter into this AmendmentAmendment and to become a “Lender” under the Amended Loan Agreement and the other Loan Documents; (iiv) agrees that it will, independently and without reliance upon the Administrative Agent or Agent, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit decisions in taking or not taking action under or based upon the Existing Credit Amended Loan Agreement, as amended herebyany other Loan Document or any related agreement or any document furnished hereunder or thereunder; (iiivi) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion it is permitted under the Existing Credit Agreement, as amended hereby, as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with the terms of all obligations that by the terms Section 10.10 of the Existing Credit Agreement, as amended hereby, are required Loan Agreement and the Amended Loan Agreement to be performed by it as a “Lender”; and (vvii) that is not it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated by the Amended Loan Agreement and hereby and to become a United States person shall have provided all forms required “Lender” under the Amended Loan Agreement and the other Loan Documents.
(b) Simultaneously with the effectiveness of this Amendment, the parties hereby agree that, notwithstanding the provisions regarding assignments set forth in Section 3.01 10.10 of the Existing Credit Loan Agreement or the Amended Loan Agreement, the Commitments and Commitment Percentage of all Lenders shall be as set forth in Schedule 1 of the Amended Loan Agreement (after giving effect to this Amendment) and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment Agreements. Notwithstanding anything to the contrary in Section 10.10 of the Existing Loan Agreement or the Amended Loan Agreement, no other documents or instruments, including any Assignment Agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment Agreement.
Appears in 1 contract
Sources: Term Loan Agreement (Nordson Corp)
Lender Joinder. To the extent necessary to give effect to the reallocations of the Commitments and Obligations effected by the amendment to Schedule 2.01 to the Existing Credit Agreement, each Each Existing Lender hereby sells and assigns, without recourse, to the Existing Lenders and/or New Lenders, as applicable, and each New Lender and/or Existing Lender, as applicable, hereby purchases and assumes, without recourse, from each such Existing Lender, effective as of the First Amendment Effective Date, such interests in such Existing Lender’s rights and obligations under the Existing Credit Agreement (including, without limitation, the Revolving Commitments of such Existing Lender on the First Amendment Effective Date and the Credit Party Obligations owing to such Existing Lender that are outstanding on the First Amendment Effective Date)) as shall be necessary in order to give effect to the reallocations of the Revolving Commitments and Credit Party Obligations effected by the amendment to Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.5 hereof. Additionally, from From and after the First Amendment Effective Date (i) each of the New Lenders shall be a party to and be bound by the provisions of the Amended Credit Agreement, as amended hereby, and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Loan Credit Documents and (ii) each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights (other than indemnification rights pursuant to Section 10.04 11.5 of the Existing Credit Agreement which expressly survive such assignmentAgreement) and be released from its obligations under the Existing Credit Agreement, as amended hereby. Each Existing Lender (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Credit Party or the performance or observance by any Loan Credit Party of any of its obligations under the Loan Credit Documents or any other instrument or document furnished pursuant thereto. Each New Lender (i) confirms that it has received a copy 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 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 Existing Credit Agreement, as amended hereby; (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 Existing Credit Agreement, as amended hereby, as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the terms of all obligations that by the terms of the Existing Credit Agreement, as amended hereby, are required to be performed by it as a Lender; and (v) that is not a United States person shall have provided all forms required under Section 3.01 3.11 of the Existing Credit Agreement.
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Lender Joinder. (a) PNC BANK, NATIONAL ASSOCIATION, a national banking association (the "New Lender") and the Lenders, other than the New Lender (the "Existing Lenders"), hereby agree that, upon giving effect to the assignments and acceptances described below, (i) the New Lender shall be a party to the Credit Agreement and shall have all of the rights and obligations under the Loan Documents, and shall be deemed to have made all of the covenants and agreements contained in the Loan Documents, arising out of or otherwise related to the assigned interests in the Loans, and (ii) the Existing Lenders shall be absolutely released from any of such obligations, covenants and agreements assumed or made by the New Lender in respect of the assigned interests in the Loans. The New Lender hereby acknowledges and agrees that the agreement set forth in this Section 4 is expressly made for the benefit of Borrowers, Agent and the Existing Lenders and their respective successors and permitted assigns.
(b) Each Lender, including without limitation the New Lender, hereby agrees that the Lenders' Pro Rata Shares of the Revolving Loan Commitment and the Term Loan, in each case effective upon the effectiveness of the amendments set forth above, shall be as set forth on Schedule 4(b) hereto. To the extent ------------- necessary to give effect to the reallocations provisions of the Commitments and Obligations effected by the amendment to Schedule 2.01 to the Existing Credit Agreementpreceding sentence, each Existing Lender hereby sells and assigns, without recourse, to the Existing Lenders and/or New Lenders, as applicable, hereby agree on the date hereof to sell and to assign to each New other Lender and/or Existing Lender, as applicable, hereby purchases and assumes, without recourse, from each such Existing Lender, effective as of the First Amendment Effective Date, such interests in such Existing Lender’s rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments New Lender), without recourse, representation or warranty (except as set forth below), and each such other Lender hereby purchases and assumes from such Existing Lenders, a percentage interest in the Revolving Loan Commitment and the Term Loan in amounts required to give effect to the Pro Rata Shares set forth on Schedule 4(b) hereto. The ------------- Lenders hereby agree, on the effective date of the amendments set forth above, to effect such inter-Lender transfers to give effect to the respective Pro Rata Shares set forth on such Schedule 4(b). The Credit Agreement is hereby amended ------------- in all relevant respects to give effect to the respective Pro Rata Shares set forth on Schedule 4(b). As a result of such assignments and acceptances, the ------------- Existing Lender on the First Amendment Effective Date Lenders are absolutely released from any of such obligations, covenants and the Obligations owing to such Existing Lender that are outstanding on the First Amendment Effective Date). Additionally, from and after the First Amendment Effective Date (i) each of the New Lenders shall be a party to and be bound by the provisions of the Amended Credit Agreement, as amended hereby, andagreements, to the extent of the interests their assigned hereby, have the rights and obligations of a Lender thereunder and under the other Loan Documents and (ii) each Existing Lender shall, to the extent shares of the Term Loans and the Revolving Loan Commitment (it being understood that Finova Capital Corporation (the "Exiting Lender") is hereby assigning all of its interests assigned hereby, relinquish its rights (other than indemnification rights pursuant to Section 10.04 of the Existing Credit Agreement which expressly survive such assignment) and be released from its obligations under the Existing Credit Agreement, as amended hereby. Each Existing Lender (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition Revolving Loan Commitment and outstanding principal amount of any Loan Party or the performance or observance by any Loan Party Term Loans of any of its obligations such Lender, and upon such assignment Finova Capital Corporation shall no longer be deemed to be a Lender under the Loan Documents or any other instrument or document furnished pursuant theretoCredit Agreement). Each New Lender (i) confirms that it has received a copy Interest accrued on the Loans transferred as contemplated by this paragraph and fees accrued in respect of the Existing Credit Agreement commitments transferred as contemplated by this paragraph shall accrue to the transferor Lender through the date such transfer is actually made by payment by the transferee Lender for such Loans transferred and such other documents interest and information as it has deemed appropriate to make its own credit analysis and decision to enter into this 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 fees shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement, as amended hereby; (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 Existing Credit Agreement, as amended hereby, as are delegated accrue to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with the terms of all obligations that by the terms of the Existing Credit Agreement, as amended hereby, are required to be performed by it as a Lender; and (v) that is not a United States person shall have provided all forms required under Section 3.01 of the Existing Credit Agreementtransferee Lender thereafter.
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Lender Joinder. To the extent necessary to give effect to the reallocations Upon execution of the Commitments and Obligations effected by the amendment to Schedule 2.01 to the Existing Credit Agreementthis Eighth Amendment, each Existing Lender hereby sells and assigns, without recourse, to the Existing Lenders and/or identified on Schedule 1.3 hereto (each a “New Lenders, as applicable, and each New Lender and/or Existing Lender, as applicable, hereby purchases and assumes, without recourse, from each such Existing Lender, effective as of the First Amendment Effective Date, such interests in such Existing Lender’s rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of such Existing Lender on the First Amendment Effective Date and the Obligations owing to such Existing Lender that are outstanding on the First Amendment Effective Date). Additionally, from and after the First Amendment Effective Date (i”) each of the New Lenders shall be a party to the Credit Agreement and be bound by the provisions have all of the Amended Credit Agreement, as amended hereby, and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Loan Documents and (ii) each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights (other than indemnification rights pursuant to Section 10.04 of the Existing Credit Agreement which expressly survive such assignment) and be released from its obligations under the Existing Credit Agreement, as amended herebyDocuments. Each Existing New Lender (ia) represents and warrants that it is legally authorized to enter into this Eighth Amendment and this Eighth Amendment is the legal legal, valid and beneficial owner binding obligation of the interest being assigned by such New Lender, enforceable against it hereunder and that such interest is free and clear of any adverse claimin accordance with its terms; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under the Loan Documents or any other instrument or document furnished pursuant thereto. Each New Lender (ib) confirms that it has received a copy of the Existing Credit Agreement Agreement, this Eighth Amendment and all of the Exhibits and Schedules thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Eighth Amendment; (iic) 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 Existing Credit Agreement, as amended hereby; (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 Existing Credit Agreement, as amended hereby, as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (ivd) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the terms of all obligations that which by the terms of the Existing Credit Agreement, as amended hereby, Agreement are required to be performed by it as a Lender; . The Commitment of each New Lender after giving effect to this Eighth Amendment shall be as set forth on Annex B to this Eighth Amendment. Each of the Loan Parties agrees that, as of the Eighth Amendment Effective Date, each New Lender shall (a) be a party to the Credit Agreement and the other Loan Documents (as applicable), (b) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (vc) that is not have the rights and obligations of a United States person shall have provided all forms required Lender under Section 3.01 of the Existing Credit AgreementAgreement and the other Loan Documents.
Appears in 1 contract